BY-LAWS

of the

 North Carolina Aggregates Association

 

ARTICLE I

 NAME

The name of the Association set forth by the articles of the Association is the North Carolina Aggregates Association.

ARTICLE II

PURPOSE

The North Carolina Aggregates Association, incorporated in 1964, is a nonprofit trade association of companies engaged in the production and/or sale of crushed stone, sand and gravel in North Carolina.  Associate members are suppliers of equipment, products or services to the aggregates industry.  Services are provided to member companies, specifiers and users of aggregate industry products in the areas of environmental protection, legislation, marketing, technical specifications, safety and health, air and water quality, reclamation, public relations, transportation and research.  The Association’s Mission Statement is:

“The North Carolina Aggregates Association is dedicated to promoting the environmentally sound, responsible, and economically viable extraction of crushed stone, sand and gravel for use in all types of construction for public benefit and for positive statewide economic development.

The Association is committed to maintaining high standards of business practice and product quality.  The Association also seeks to foster public understanding and appreciation of the aggregates industry and North Carolina’s natural minerals resources.

The Association serves member needs through programs in legislative liaison, environmental protection, education, and interaction with major market groups, such as highway engineers and contractors.”

 

ARTICLE III

 ANTI-TRUST POLICY

“The North Carolina Aggregates Association is organized and operated primarily to promote, develop, and maintain the crushed stone, sand and gravel industry in North Carolina.  The Association may not, and does not intend to play any role in the competitive decisions of its members or their employees, or in any way restrict the competition in any aspect of the aggregates industry.

The Board of Directors through this statement of policy makes clear its unequivocal support for the policy of competition served by the antitrust laws and its uncompromising intent to comply strictly in all respects with those laws.  It is the individual responsibility of every member of the North Carolina Aggregates Association to be guided by the antitrust laws.  It shall be the special responsibility of any association officers and committee chairmen to assure that this policy is known and adhered to in the course of activities pursued under their leadership.

It is not the Association’s role to act as an arbiter or judge of competitive conduct of industry members.  As such, this statement of antitrust policy is not a mechanism through which members should charge another member with alleged illegal action.”

 

ARTICLE IV

MEMBERSHIP

Section 1.        Classes of Membership and Eligibility

There shall be provisions for two classes of membership.  Producer Members and Associate Members.  Producer Members shall be those individuals, firms, or corporations engaged in the production and/or sale of sand, gravel, crushed stone or other aggregate products in North Carolina.  Associate Members shall be those individuals, firms or corporations not actively engaged in the production and/or sale of sand, gravel, crushed stone or other aggregate products in North Carolina but who otherwise serve the industry with products and/or services.

Section 2.        Application for Membership

Application for membership in either class shall be submitted and referred to the Executive Committee.  Upon approval by the Executive Committee, the applicant shall be notified of such approval.

Section 3.        Obligation of Membership

Upon acceptance of his application for membership, the member agrees to and shall be bound by the By-Laws of the Association, including any amendments thereto.  The Board of Directors shall have the authority to expel any member of the Association for non-payment of dues or for other reasons.  Any member expelled from the Association may request, through the President in writing within twenty (20) days after notification of expulsion, a special meeting of the Board of Directors at which the expelled member shall be permitted to appear before the Board in his own behalf.

Section 4.        Dues

The annual dues and the time for payment of such dues shall be fixed as required by the Executive Committee, subject to the approval of the Board of Directors.  The Executive Director shall determine a pro rata share of the annual dues to be paid by each member.  Members who have not paid dues within 30 days after the time fixed shall be considered in arrears.

 

ARTICLE V

MEETINGS

Section I.         Annual Meetings.

The annual meeting of the membership of the Association shall be held on such date and at such place as may be determined by the Executive Committee.

Section 2.        Special Meetings.

Special meetings of the Association may be called by the President, Executive Committee, or a majority of the Board of Directors.

Section 3.        Notices.

Notices of meetings shall be given to the members of the Association not less than ten (10) days prior to the meeting.

 

ARTICLE VI

BOARD OF DIRECTORS

Section 1.        Members.

The Board of Directors of the Association shall consist of the representative of each Producer Member of the Association.  Each Producer Member shall advise the Executive Committee annually in writing who their representative will be on the Board for that year.  Another individual may be chosen to represent the member at a specific meeting.  Each member of the Board shall have an equal vote.  The President shall be the Chairman of the Board and shall have the power to vote only when the other members are unable to resolve an issue and the Chairman’s vote would settle the question.

Section 2.        Authority and Functions.

The Board of Directors shall have the power to act for the Association and to direct the affairs of the Association in all matters not otherwise specifically delegated to the Executive Committee.

Section 3.        Annual Meetings.

A Board of Directors meeting shall be held each year in conjunction with the Annual Convention.

Section 4.        Special Meetings.

Special meetings of the Board of Directors may be called by the President or by any three (3) members of the Board of Directors.  At least three (3) days notice of all special meetings of the Board of Directors shall be given to each Director at his last known physical or electronic address as shown by the records of the Association.

Section 5.        Elections.

At the annual meeting of the Association, in even numbered years, the Board of Directors shall elect the Vice President-West, Secretary, and Treasurer for two-year terms.  In odd numbered years, the Board shall elect a President and Vice President-East for two-year terms.  Associate Members at the annual meeting in odd-numbered years shall elect a representative to the Executive Committee for a two-year term.

Section 6.        Quorum.

Thirty percent (30%) of the Board of Directors shall constitute a quorum at all meetings as represented in person or by proxy.

 

ARTICLE VII

OFFICERS

Section 1.        Officers and Duties.

The officers of the Association shall be:

A.  President – who shall be the chairman of the Board of Directors and shall have the general and active direction over the management of the affairs of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He or his designee shall preside at all meetings of the Association, the Board of Directors and the Executive Committee.  He shall have the general powers and duties customarily vested in the president of a corporation.

He shall have the power and responsibility to appoint standing committees of the Association with the advice and counsel of the Executive Committee.  Such standing committees shall consist of the following plus such other committees or task forces as may be necessary to carry out the work of the Association:

  • Executive
  • Convention
  • Government Affairs
  • Environmental
  • Marketing-Technical
  • Safety and Health

To be eligible for election to the office of President, the candidate must have served at least one year on the Executive Committee. 

B.  Vice President-East – who shall perform such duties as the Board of Directors may from time to time prescribe.  He shall perform the duties of the President in the absence of the President.

C.  Vice President-West – who shall perform such duties as the Board of Directors may from time to time prescribe.  He shall perform the duties of the President in the absence of the President and the Vice President-East.

D.  Treasurer – who shall have responsibility for custody of the funds of the Association and shall assure full and accurate records of the accounts of receipts and disbursements in books belonging to the Association.  He shall oversee distribution of Association funds as may be ordered by the Board of Directors, the Executive Committee, or the President.  The Treasurer will have check-signing authority the Treasurer will approve any non-budget item that is over $5,000.

E.  Secretary – who shall be responsible for the minutes of all meetings of the Association and of the Board of Directors, shall see that all notices are duly given, shall oversee custodianship of the Association records and of the seal of the Association, and in general perform all duties incident to the Office of Secretary, and such other duties as from time to time may be assigned by the President or by the Board of Directors.

F.  Executive Director – who shall have responsibility for management of the Association staff and all staff functions, shall provide support services for the members, officers, committee chairmen and task force chairmen, shall serve as spokesman for the Association in lieu of the President in all industry and public matters, and shall have overall authority and responsibility for conducting the day-to-day general operations of the Association as directed by the Executive Committee and as provided by these By-Laws.

Section 2.        Vacancies.

The Executive Committee has the authority to appoint an interim or temporary officer to fill any Executive Committee vacancy, including the Executive Director, until the next meeting of the Board of Directors.  Such appointments must be approved by the Board at its next meeting.

 

 

ARTICLE VIII

EXECUTIVE COMMITTEE

Section 1.        Members

The Executive Committee shall consist of the President, the two Vice Presidents, the Secretary, the Treasurer, the Immediate Past President and the Associate Member Representative.

Section 2.        Authority and Functions.

The Executive Committee shall, except as otherwise ordered or directed by the Board of Directors, have the power to act between meetings of the Board of Directors in respect to all matters as to which the Board of Directors is empowered to act, except that the Executive Committee shall not have the power to amend the By-Laws, approve new dues recommendations or fill vacancies in any of the offices of the Association except as provided in Article VII, Section 2.  The Executive Committee shall serve as the Nominating Committee for all officers and committee chairs.  Further, the Executive Committee shall have authority to employ the Executive Director. 

Section 3.        Meetings.

Meetings of the Executive Committee may be called by any member thereof upon three (3) days notice to the other members of the Committee.  The Executive Committee shall meet at least three (3) times per year.

 

ARTICLE IX

PROHIBITION AGAINST SHARING IN EARNINGS

Section 1.        Earnings.

No member, director, officer, employee or committee member of, or person connected with the Association, or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association, in effecting any of its purposes as shall be fixed by the Board of Directors and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association.

Section 2.        Dissolution.

All members of the corporation shall be deemed to have expressly consented and agreed that upon dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed, transferred, conveyed, delivered and paid at the discretion of the Board of Directors, to such charitable, religious, scientific, literary or education organization or organizations which would then quality under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

 

ARTICLE X

AMENDMENTS

Section 1.        Changes in By-Laws.

Except as otherwise provided under the Laws of North Carolina these By-Laws may be amended or repealed and new By-Laws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors.

Amendments may be adopted by a majority vote from a letter ballot or by any electronic means to the Board.  Any Association member may petition the Board of Directors for changes or amendments to the By-Laws.

Section 2.        Notice.

A copy of proposed amendments to the By-Laws shall be mailed or by any electronic means sent to the Board 30 days prior to consideration at a designated meeting of the Board of Directors or meeting of the Executive Committee.

-END-

 

Approved by the Board of Directors on            June 22, 2016     

 

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