ARKANSAS READY MIXED CONCRETE ASSOCIATION, INC.
C O N S T I T U T I O N
ARTICLE l
NAME AND LOCATION
Section 1. The name of this organization shall be Arkansas Ready Mixed Concrete Association.
Section 2. The principal office of the Association shall be in Little Rock, Arkansas.
Section 3. The Association is not-for-profit. None of its earnings, if any, shall ever inure to the benefit of any members or other individual, firm, or corporation; provided, however, that this provision shall not prevent the payment of any persons of reasonable compensation for services actually rendered to this Association.
ARTICLE II
OBJECT
Section 1. To educate the public regarding the use, safety and benefit of the members products.
Section 2. To provide and maintain suitable offices and personnel for the proper conduct of the affairs of the Association.
Section 3. To provide a medium through which the members may coordinate their efforts in the solution of various problems of common interest to the members and the industry.
Section 4. To develop better understanding and relationship between members of the industry and contractors, architects, and engineers.
ARTICLE III
MEMBERSHIP
Section 1. Any person, firm, or corporation engaged in the production and sale of ready mixed concrete, concrete block units and precast concrete in Arkansas, shall be eligible for Producer Membership in the Association. It shall be the responsibility of each member firm to designate its official representative in writing whose responsibility it shall be to represent and cast a ballot of any issue before the Association.
Section 2. Contingent upon the agreement to abide by all the provisions of the Association, any person, firm, or corporation engaged in the manufacture or sale of equipment, machinery, cement, admixtures, materials or services used by the ready mixed industry in the State of Arkansas, shall be eligible for Associate Membership in the Association except that such membership shall have no vote (other than that provided in ArtIcle IV, Section 1-A) in the affairs of the Association.
Section 3. Application(s) for Producer Membership and Associate Membership shall be made to the Board of Directors upon forms provided for that purpose. The Board shall have the authority to approve or disapprove all applications for membership.
Section 4. The applicant shall agree therein, if admitted to membership, to accept and be governed by the constitution and by-laws of the Association and to pay such dues and expenses as are properly assessed by the Board of Directors.
Section 5. Any member may be expelled from the Association for good cause upon three-fourths (3/4) majority vote of the full Board of Directors.
ARTICLE IV
OFFICERS
Section 1. The elected officers of the Association shall be a President, President Elect and Secretary-Treasurer. These Officers and the immediate Past President shall serve as the Executive Committee. The President shall preside over all meetings of the membership and the Board of Directors.
Each officer shall be elected to serve for a one-year term. No person shall serve more than one consecutive term in any one office.
(A) The Board of Directors shall be composed up to twenty (20) members. Four (4) members to consist of the immediate past president and the three (3) elected officers of the Association. Up to eight (8) ready mix producer member directors shall be elected for a term of three years each. Up to five (5) Associate Member directors shall be elected from cement companies that are current members of the Arkansas Ready Mixed Concrete Association for one (1) year terms. Three (3) other Associate Member directors shall be elected for two (2) year terms. All directors shall have voting privileges and terms shall be staggered to provide continuity. Except for the president and officers, the directors shall have the right of succession subject to re-nomination and approval by the membership of the Association.
Any member of the board may be expelled from the board for good cause upon three-fourth (3/4) majority vote of the full board.
(B) It shall be the responsibility of the Board of Directors to conduct, manage, and control the affairs of the Association, within the Constitution and By-Laws of the Association.
The Board of Directors may employ an Executive Director at such rate of compensation as they deem fair and proper. The Executive Director shall serve as chief administrative head of the Association.
The Executive Director shall be responsible for all management functions. The Executive Director shall manage and direct all activities of the Association as prescribed by the Board of Directors and shall be responsible to the Board. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and fix their compensation within the approved budget. The Executive Director 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.
Section 2. A vacancy occurring in any elective office shall be filled by appointment by the Board of Directors for the unexpired term, except that in the case of death, disability or resignation of the President, the President Elect shall automatically become President. The vacancy thus occurring in the President Elect office shall be filled by appointment of the Board of Directors.
ARTICLE V
ASSOCIATE COUNCIL
Section 1. An associate council of the Association may be established to be composed of the Associate Members. The council may elect its own officers and subject to this Constitution and these By-Laws, may establish such rules or procedure as it considers necessary or desirable for the transaction of its business.
ARTICLE VI
AMENDMENTS
Section 1. This constitution may be amended by a vote of two-thirds (2/3) of the members voting at any meeting of the membership, provided that twenty-five percent (25%) of the members in good standing must have voted. Members not attending may vote by written proxy.
The membership must have been notified of the proposed amendment at least thirty (30) days in advance.
BY LAWS
ARTICLE I
MEETINGS AND QUORUMS
Section 1. There shall be at least one meeting of the entire membership each calendar year at such a date and place as may be designated by the Board of Directors. The Board shall give the membership at least thirty (30) days written notice prior to each annual meeting.
Section 2. Special meetings of the membership shall be called by the President upon written request of a majority of the Board or shall be called by him upon written request of twenty-five percent (25%) or more of the current membership. Written notice of the special meeting shall specify the object thereof and shall be given to the entire membership at least seven (7) days prior to the date of the meeting.
Section 3. At meetings of the membership only Producer Members in good standing shall have the right to vote. Individuals, corporations, or partnerships holding a Producer Membership shall be entitled to only one (1) vote to be cast by a duly designated representative in person or by written proxy. Proxy shall be valid for only one meeting.
Section 4. A quorum at any meeting of the membership shall consist of twenty-five percent (25%) of the members in good standing. No official business may be transacted unless a quorum is present in person or by proxy.
Section 5. At any special meeting with a quorum present, only such matters as specified in the call may be acted upon.
ARTICLE II
DUES
Section 1. The annual dues for current membership shall be prescribed by the Board. In no case shall the dues for a ready mixed Producer Member be less than $350.00 or less than $350.00 for an Associate Member.
Section 2. Dues shall be payable in advance either quarterly, semiannually, or annually.
Section 3. A budget shall be prepared by the Executive Committee covering the activities of the Association for the ensuing (April-March) fiscal year. The budget shall then be submitted to the Board of Directors.
Section 4. Members whose dues are not paid within ninety (90) days of date due shall be dropped from membership in the Association by the Board of Directors.
ARTICLE III
NOMINATIONS AND ELECTION
Section 1. The President, sixty (60) days in advance of the annual meeting, shall appoint a nominating committee and designate the Chairman of this committee. The Chairman shall call a meeting of his committee prior to the annual meeting. It shall be the duty of this Committee to present in nomination, a slate of officers and board members at the next annual meeting of the Association. Nominations shall be made by the Chairman of the Committee individually for each elective office beginning with the President. Additional nominations may be made from the floor. New officers and directors shall be installed at the close of the meeting at which they are elected and shall immediately assume their duty.
ARTICLE IV
COMMITTEES
Section 1. The President is empowered to establish committees and shall appoint the Chairman of all standing and special committees.
Section 2. Each committee shall be composed of a Chairman and the number of members shall be designated by the President, or with his concurrence. The members of each committee may be selected by the Chairman subject to the confirmation of the President.
ARTICLE V
AMENDMENTS
Section 1. These by-laws may be amended at any regular meeting or special meeting called for the purpose by a vote of two-thirds (2/3) of the membership present provided the proposed amendment has been submitted to the membership at least thirty (30) days in advance.
ARTICLE VI
PARLIAMENTARY AUTHORITY
Section 1. Roberts Rules of Order Revised shall be the authority offered on parliamentary questions covered by these by-laws, not inconsistent with them.
ARTICLE VII
DISSOLUTION
The corporation may be voluntarily dissolved by the vote of the membership. Should the Association be dissolved, or entered into sale of its assets as a result of corporate dissolution or for any other reason, the assets or the moneys realized from the sale of such assets shall be distributed to one or more charitable or other organizations selected by a majority vote of the membership present and voting at the meeting at which such a decision is made.