Carolinas AGC Bylaws

ARTICLE VIII - BOARD OF DIRECTORS

Section 1. Composition

The Board of Directors shall consist of the Chair, Senior Vice Chair, Vice Chair and Treasurer, Vice Chair, Chairs and Vice Chairs of the Building Division, Highway-Heavy Division, and Utilities Division; and the Chair and Vice Chair of the Supplier/Service Company Division and the Chair and Vice Chair of the Subcontractor/Specialty Contractor Division ; four (4) Directors At-Large; not more than three (3) additional Directors who are appointed by the Chair with the advice and consent of the Board; and the Immediate Past Chair who shall be an ex-officio member with right to vote. All Directors will be members in good standing.

Section 2. Authority and Responsibility

The Board of Directors shall have supervisory control of the affairs of the Association; shall determine its policies or changes therein within the limits of the Bylaws; shall actively prosecute its purposes and shall have discretion in disbursement of its funds. The Board of Directors will adopt an annual budget. The Board of Directors shall determine the dues, fees and assessments, if any, of each member for approval by the membership. The Board will create committees; approve committee appointments made by the Chair; fill vacancies in elective and appointive offices; determine the location of the offices of the Association; determine the time and place of the annual meeting; and any and all other duties usual and incidental to such executive administration.

The Board of Directors shall not have the right to change the authorized number of directors or officers of the Association, the method or terms of their election, nor actions pertaining to the continuation of the Association, nor the provisions of Article XIV Amendments, except as permitted in these Bylaws. See Article IX Sec. 5.

Section 3. Eligibility

To be eligible as a director, a person must be a duly authorized representative of a member firm.

No one who receives a salary or other compensation for services from the Association may be an officer or director, except the President and CEO and Secretary.

Section 4. Board Meetings

A regular meeting of the Board of Directors shall be held no less than four (4) times between the annual membership meeting or during the Association's fiscal year at such time and at such place as the Board may prescribe. Special meetings of the Board may be called by the Chair of his own volition, or the Chair will call a special meeting at the request of any three (3) directors, by notice mailed, delivered, telephoned, telegraphed or sent by facsimile to each member of the Board of Directors. Not less than seventy-two (72) hours notice of all meetings of the Board of Directors shall be given.
Section 5. Voting

Voting rights of a director shall not be delegated to another nor exercised by proxy.

Section 6. Quorum

A quorum for the transaction of the business at a meeting of the Board shall consist of eight (8) members of the Board; exceptions as designated in these Bylaws require majority vote of the entire membership of the Board.

Section 7. Compensation

Directors, as such, shall not receive any compensation for their services as directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties.

Section 8. Resignation or Removal

Any director may resign at any time by giving written notice to the Chair, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President and CEO or the Board.

Any officer or director may be removed by a majority vote of the entire membership of the Board of Directors, which expulsion can be appealed to a meeting of the full membership whose decision will be final.

Section 9. Vacancies

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

Section 10. Indemnification

Any person who at any time serves or has served as a Director, officer, employee or agent of the Association, or in such capacity at the request of the Association for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by the Association to the fullest extent permitted by law against (a) reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with any threatened pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether brought by or on behalf of the Association, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding. Notwithstanding the foregoing, no Director, officer, employee or agent shall have a right to or receive indemnification for willful misconduct or criminal acts.

The Board of Directors of the Association shall take all such action as may be necessary and appropriate to authorize the Association to pay the indemnification required by this Bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Bylaw.