Carolinas AGC Bylaws

ARTICLE IX - MANNER OF ELECTION AND TERM OF OFFICERS AND DIRECTORS AND ADVISORY BOARDS

Section 1. Officers, Directors At-Large and Appointed Directors

The Association officers and the four (4) Directors At-Large shall be elected by mail ballot by receiving the greatest number of regular member votes cast. The Chair, Senior Vice Chair, Vice Chair and Treasurer and Vice Chair will be elected for one (1) year terms of office. Four (4) Directors At-Large will be elected for two (2) year terms. Appointed Directors, if any, will be appointed for one (1) year terms. The terms of office of the Directors At-Large will be staggered so that two (2) Directors At-Large are elected annually. See Article II - Membership, Section 4., Voting Rights and Article XII Committees, Section 2., Nominating Committees.

The nominating committee, at least eighty-five (85) days prior to the start of the Association's fiscal year, shall name one person as a candidate for election to the offices of Chair, Senior Vice Chair, Vice Chair and Treasurer and Vice Chair and each directorship at-large to be filled. Nominations will be sent to the regular membership by means of an email or electronic newsletter. At this time additional names may be placed in nomination by regular members in good standing provided they receive five (5) nomination votes which are received by the President and CEO with ten (10) days of publication of the report of the nominating committee. Seventy (70) days prior to the start of the Association's fiscal year, ballots listing the names of all official nominees, who have agreed to serve, accompanied by an envelope and instructions for voting shall be mailed to all members. The envelope shall be of the size to permit enclosure of the ballot. The face of the envelope shall contain the address of Carolinas AGC and words "Election Ballot" and the reverse side of the envelope shall contain the name and the signature of the official authorized to cast the vote of the company. All ballots returned shall be enclosed in the official envelope. No ballot may be counted where the member firm cannot be identified either by the member firm name or the signature of the official authorized to cast the vote. No ballot postmarked after the date stipulated in the instruction for voting may be counted. Election ballots are to be opened and counted by the President / CEO and Secretary in the presence of three (3) tellers appointed by the Chair from outside the membership of the Board before the annual membership meeting. The nominee receiving the greatest number of votes of members in good standing shall be declared elected to the office for which he is nominated. Should a tie vote occur in any election, a selection shall be made by vote of the Board of Directors. Each elected officer and Director At-Large shall take office at 12:01 A.M. the start of the Association's fiscal year . The President / CEO and Secretary will be employed by the Board of Directors and shall serve at the will of the Board.

Section 2. Division Chairs and Vice Chairs Directors

The Division Chairs and Vice Chairs shall be elected by mail ballot by receiving the greatest number of regular member votes cast by the members of that division. The nominating committee (see Article XII - Committees, Section 2., Nominating Committees) will submit the slate to the division membership by means of an email or electronic newsletter at least eighty five (85) days prior to the start of the Association's fiscal year , at which time additional nominations may be placed on the ballot provided they are received by the Executive Vice President and CEO within ten (10) days of publication of the recommendations of the nominating committee. The election ballot will be mailed to the division members seventy (70) days prior to the start of the Association's fiscal year. No ballot postmarked after the date stipulated in the instructions may be counted. Each division Chair and Vice Chair shall take office at 12:01 A.M. the start of the Association's new fiscal year.

Section 3. Subcontractor/Specialty Contractor and Supplier/Service Company Division Chairs, Vice Chairs and Advisory Board Directors

(a) The Chair of the Board in consultation with the Chair of the Subcontractor/Specialty Contractor Division Advisory Board and the Chair of the Supplier/Service Company Division Advisory Board will make appointments to each Advisory Board annually prior to the beginning of the fiscal year at their discretion. Each Advisory Board may number up to forty representatives with a minimum required size of twelve member representatives representing as far as possible the composition of the various subcontractor trades and Supplier Service Companies who are member firms. The Advisory Boards will serve as the body to represent the needs, problems, and concerns of the members within the division to the Board of Directors.

Each appointment to the Advisory Board will be for two (2) years and each appointee shall be limited to a maximum for four (4) years.

The Subcontractor Division Advisory Board, with the approval of the Board of Directors, is authorized to subdivide the division into sections representing the major trades within the division.

Section 4. Manner of Election Subcontractor/Specialty Contractor and Supplier/Service Company Division Advisory Board Chairs and Vice Chairs

(a) Nominations

Each Chair of the Subcontractor/Specialty Contractor and Supplier/Service Company Division will appoint a nominating committee of not less than three (3) members who shall nominate one (1) person for the office of Chair and one (1) person for the office of Vice Chair. The schedule and procedure for announcing and election of nominees shall be as stated in Article IX, Section 2, Division Chairmen and Vice Chairmen Directors.

Section 5. Alternate Election Procedure - Unopposed Candidates

When Nominating Committees present nominees for the position of Officers, Directors, Division Chairmen and Vice Chairmen, and Supplier/Service Company Advisory Board, who are unopposed then the nominees will be published as described in Section 8.

Section 6. Assumption of Office

The intent of the Bylaws is to allow for the transition of officers and directors at the start of the Association's fiscal year October 1. However, one of the following induction schedules can be implemented at Board discretion:

1. The transition of Officers can occur at the conclusion of the final Board meeting of the current fiscal year, which is generally held in September.

2. The transition of Officers can occur in the new fiscal year at the Annual Convention during which the Annual Meeting of the Membership is generally scheduled.

The new Officers and Directors will serve for a one year period following their assumption of office.

The Board of Directors may modify these induction options as long as they are consistent with the intent of this section.

Section 7. Vacancies

Any vacancies that may occur in any office or on the Board of Directors by reasons of death, resignation, or otherwise shall be filled by the remaining members of the Board for the unexpired term.

Section 8. Announcing Nominees

Nominees will be announced using any of the following: print communications, e-mail or electronic communications. This section shall be applicable to all notices to members.