Bylaws of the
Hampton Roads Utility and Heavy Contractors Association
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 shall be in the possession of the secretary or his/her designated representative.
1.3 Principal Office: The principal office shall be established and maintained in the Commonwealth of Virginia.
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.
3.1.1 The Association will not take action which will violate any federal, state, or local laws 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.
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: An individual who has shown long, dedicated, outstanding, and exceptional service to the association while a member would qualify to be considered for election as an "Honorary" HRUHCA member. Honorary status may be appointed by a three-fourths vote of the HRUHCA Board of Directors at any regular Board meeting. This membership status is reserved for an individual and does not convey to any HRUHCA member firm that the individual may be formerly affiliated with, formerly own, currently own, or be currently employed. An Honorary member does not pay annual dues and is afforded any and all rights or privileges of a regular member.
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 for 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 By-laws. 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 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. Members who fail to pay dues or other financial obligations to the Association or who maintain an account greater than ninety (90) days past due, shall be eligible for suspension.
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.
5.1 Association Fee: 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. 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 ninety (90) days past due is placed on the inactive list of members, and may be eligible for suspension pursuant to section 4.5 of the Association’s By-laws until such outstanding debts are paid in full.
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.
6.1 Annual Meetings: 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, authorized by the HRUHCA Board of Directors or Executive Director at the request of the Board, shall be sent to the primary and/or alternative identified representative of each member firm by mail, fax, or email at least ten (10) days before the time appointed for the meeting. The association shall be able to show that all faxes and emails were successfully sent.
6.2 Regular Meetings: Regular meetings of this Association shall be sent to the primary and/or alternate identified representative of each member firm by mail, fax, or email at least five (5) days before the time appointed for the meeting. The Association shall be able to show that all faxes and emails were successfully sent6.
6.3 Special Meetings: 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 sent to the primary and/or alternative identified representative of each member firm by mail, fax, or email at least 10 days in advance, with a statement of the time, place, and information as to the subject(s) to be considered. The Association shall be able to show that all faxes or emails were successfully sent.
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.
7.1 Officers: Elected officers shall be President, President-Elect, Vice-President(s), and Secretary and Treasurer. The President and President-elect must be a contractor member of the association in good standing.
7.1.1 Persons who hold the offices of President, President-Elect, Vice President(s), Secretary or 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.
7.1.2 No person except a voting member shall be eligible for election as an officer or member of the Board of Directors
7.2 Duties of Officers: The duties of the officers shall be as follows
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 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 pro tempore may be appointed in his/her place by the Chairman of the board of the presiding officers. The Secretary shall have charge of the seal of the corporation. He/she shall caue to be kept books in which the names of the members of the Association shall be recorded.
Treasurer shall, subject to the direction and under the supervision of the Board of Directors, have general charge of the financial affairs 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 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: There shall be a total of five (5) Directors on the Board of Directors in addition to the officers who are automatically Directors (see 7.1.1). Three (3) two-year Directors shall be elected on alternate years and two (2) two year directors shall be elected the following 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 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/she may send notices of meetings and other mailings. He/she 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.
7.3 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.
7.4 Board of Directors:
7.4.1 The Board of Directors shall be comprised of this Association’s current officers, the Immediate Past-President, and one-year and two-year Directors.
7.5 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.
7.6 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 By-laws or amend or revoke the Articles of Incorporation of the Corporation.
7.7 Duties of Board of Directors:
7.7.1 The Board of Directors shall guide and be responsible for the management of the Association, and 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. The Board of Directors shall meet at least once each quarter.
7.8 Quorum: For the Board of Directors to transact business there shall be at least a majority of the voting members present.
8.1 Committees of the Association:
8.1.1 Standing Committees: The following committees may be standing:
nominating, finance and long range planning, membership activities, scholarships and awards, specifications, safety, membership development, legislative action, by-laws, grievance, and executive committee.
8.1.2 Other Committees: The President to appoint such other committees from time to time on an as-needed basis.
8.1.3 Committee Membership: Members of all committees of the Association shall act in accordance with the Association’s Committee Procedures.
8.1.4 Duties of Committees: The duties of each committee of the Association shall be established by the Board of Directors.
12.1 General Matters:
12.1.1 Books, Records, and Minutes: All meeting minutes shall be kept at the principal office of the Association. All records shall be opened for inspection by members in good standing at any time, which will not unreasonably interfere with the regular business of the Association.
12.1.2 Fiscal Year: The fiscal year of the Association shall be January 1 through December 31.
12.2 Amendments of the By-laws: Proposals to amend the Association’s By-laws 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. Approval of proposed amendments to the Association’s By-laws shall require the vote of two-thirds (2/3) of those present at any regular or special meeting of the general membership of the Association.
12.2.1 Quorum: To vote on proposals to amend the Association’s By-laws, there shall be at least ____ members present at the general membership meeting of the Association.
12.3 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 shall take effect upon acceptance by the Board of Directors.
12.3.1 Removal of Officer or Director. 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.
12.4 Attendance Limits: The Board of Directors has the authority to limit attendance at any general or special meeting of the Association to members in good standing only.
12.5 Member Obligations: Each member is obligated to comply with the Association’s By-laws to remain in good standing.
12.6 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.
13.1 Indemnification of Officers, Board Members, and Staff
HRUHCA shall, to the extent legally permissible in the Commonwealth of Virginia, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the association against all losses, damages, costs, and liabilities, including, but not limited to , reasonable counsel fees and other expenses, incurred by or imposed upon such person in connection with the defense any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she failed to act in good faith with the reasonable belief that such action was in the best interests of the association; or, in the case of any criminal proceeding, such person did not have reasonable cause to believe that such conduct was not unlawful; and further provided, that any compromise of settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the association and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Note: The preceding revisions to the HRUHCA bylaws were approved by a quorum of members at the November, 2015 annual business meeting of the association. The meeting was held on Wednesday, November 18th, 2015 at the Hilton Garden Inn Suffolk/Chesapeake