Article I - Purposes

The purposes of this organization are as follows: To foster the growth and progress of Northern Ohio, by promoting and erecting well-planned, properly construction (or reconstructed) and equipped public and private buildings; to encourage high standards of quality and workmanship, and just and equitable principles of dealing, in the construction and related industries; to promote trade schools and the education of artisans in the community; to acquire, preserve, and disseminate business information; to cooperate with other organizations in promoting the public welfare in the respects aforesaid; to provide means of acquaintance and social enjoyment among its members and their friends; to maintain a central office and headquarters with adequate facilities for carrying out the purposes aforesaid; to admit to membership of the corporation persons, partnerships, or industry, on such basis that membership in the corporation will be considered a reasonable assurance of skill, honorable reputation and reliability; and to do all things appropriate in order to accomplish the foregoing purposes.

Article II - Membership

Section 1. Eligibility.
Any person, partnership, or corporation engaged in a business related to the construction industry and who is in accord with the objects and purposes of this organization is eligible for election to membership.

Section 2. Election to Membership.
An applicant for membership in the Exchange shall fill out, sign, and deliver to the Secretary an application in the form adopted by the Exchange for that purpose, said application shall be presented to the directors for their consideration. The negative vote of three directors shall reject the application. A rejection shall not be considered until after the lapse of one year from the date of rejection, except by unanimous consent by the directors present at a meeting of the directors.

Section 3. Initiation Fee.
An initiation fee, as determined by the directors, shall accompany the application for membership.

Section 4. Successor to Member.
Membership in the Exchange is not transferable.

Section 5. Discipline of Members.
Three or more members of the Exchange may file with the directors, charges against another member for conduct prejudicial to the welfare and reputation of the Exchange. The directors, on their own motion, may prefer charges against another member. In each case a copy of the charges shall be served on the member in question and the directors shall fix a time not less than five days nor more than ten days from the date of such service of a meeting of the directors at which the accused member shall be heard and testimony may be produced in support, (or in) denial, or explanation of the charges, whereupon the directors shall determine whether the member accused is guilty as charged, and such determination shall be conclusive. If he is found guilty, the directors may reprimand such member, suspend his membership for a fixed period, or terminate his membership, as they may deem best.

Section 6. Resignation.
A member may resign from membership in the Exchange by delivering his written resignation at the office of the Exchange, provided that said resignation shall not take effect until he shall have paid all his dues and other indebtedness to the Exchange.

Section 7. Honorary Members.
The directors may nominate and the members of the Exchange at any meeting may elect as honorary members of the Exchange such persons as are deemed worthy of this honor. Honorary members shall have all rights of a member.

Section 8. Restrictions.
No member shall have the authority or be permitted to utilize the facilities or services of the corporation, in such manner as the use by the member constitutes substantially, the sale or resale of the facilities or services of the corporation, for the members own profit making promotion, enterprise or business activity unless otherwise authorized by the Board of Directors.

Article III - Meetings of Members

Section 1. Annual Meeting.
The annual meeting of the members of the Exchange for the purpose of electing directors and transacting other business shall be held as soon as practicale after the beginning of the calendar year, at a time fixed by the directors or by persons authorized to call a special meeting of the members, as hereinafter provided. At such meeting financial reports relating to the previous calendar year shall be presented.

Section 2. Special Meetings.
Special meetings of the members may be called by the directors, or by a majority of the directors acting without a meeting, or by twenty members, or by the President.

Section 3. Notice of Meeting.
The Secretary, or in event of his absence or disability, the President or any officer designated by him, shall deliver or mail to the members of the Exchange written notice of time, place, and purposes of such meeting not less than seven days in advance of the date of the meeting.

Section 4. Place of Meeting.
All meetings of members shall be held at such place as shall be fixed by the directors or the persons calling the meeting.

Section 5. Quorum.
The number of members necessary to constitute a quorum shall be 50. At any meeting at which a quorum is present the affirmative vote of a majority of those present (except as otherwise provided herein) shall be sufficient to take any action.

Section 6. Action by Representatives.
A partnership or corporation which is a member of the Exchange may be represented at such meeting by its representative, who need not produce written evidence of his authority to act for such member. If the authority of the person purporting to act for a partnership or corporate member is challenged, the matter shall be resolved by the Nominating Committee if the challenge occurs at an annual meeting, and in other cases by a committee appointed by the President or other presiding officer.

Section 7. Voting Powers.
Each member of the Exchange in good standing shall be entitled to one vote.

Article IV - Annual Dues

Section 1. Amount.
The member shall pay annual dues in the amount established by the directors.

Section 2. When Payable.
Dues shall be payable annually on July 1st each year.

Section 3. Delinquencies.
Any member who is in arrears for three months in the payment of dues shall not be deemed to be in good standing. Notice of delinquency shall be mailed to him. If the member does not pay the dues in arrears within one month thereafter the directors may suspend his membership for a fixed period, or terminate his membership as they may deem best.

Article V - Directors

Section 1. Number and Qualification.
The number of directors shall be thirteen of whom four shall be elected each year from among the individual members or representatives of partnerships or corporate members of the Exchange, in good standing, to serve no more than two consecutive three year terms and one shall be the Executive Secretary in the office at the time.

Section 2. Manner of Election.
(a) At least one month prior to the annual meeting, a Nominating Committee consisting of five members of the Exchange in good standing (or representatives of members) shall be appointed by the President with the approval of the directors. The Executive Secretary shall furnish to said Committee a list of members in good standing.

(b) The Nominating Committee shall request from all members in good standing, including the Board of Directors, nominations for all expired terms. A member shall not be limited to the number of nominations submitted.

(c) The Nominating Committee shall nominate a slate of four candidates which will fill all expired terms at the annual meeting, and such candidates shall be members or representatives of members of the Exchange in good standing. No member of the Exchange shall have more than one representative among the directors. No person, however, shall be nominated as a candidate without his consent. The Nominating Committee, at least 30 days prior to the annual meeting, shall mail to each member a list of said candidates.

(d) The Board of Directors shall consist of at least one representative of each of the following categories: 1) General Contractors, 2) Sub-Contractors, 3) Electrical Contractors, 4) Mechanical Contractors, 5) Suppliers and 6) Professional Services.

(e) The Nominating Committee shall have general charge of the election procedure at the meeting, shall prepare ballots for use in the election, and provide a ballot box. Ballots may be cast in person or by mail.

(f) Any member not wishing to vote for the proposed slate may do so by writing in the names of one or more candidates of his choice.

(g) The Nominating Committee shall count the ballots and report the results to the President. The slate or candidates receiving the highest number of votes shall be declared elected. The President shall announce to the members the results of the election.

(h) The ballots shall be preserved for a least two weeks, and shall be available for inspection by any member.

Section 3. Vacancies.
Whenever there shall be a vacancy among the directors, the remaining directors by a majority vote of their number may elect a director to fill such vacancy for the unexpired term.

Section 4. Quorum.
A majority of the directors in office must be present at a meeting to constitute a quorum for the transaction of business and (except as otherwise provided herein) the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors. Any action which may be authorized or taken without a meeting, in a writing or writings, signed by all the directors in office and filed with the Secretary.

Section 5. Organizational Meeting.
As soon as feasible after the annual meeting of the members, the directors shall hold an organizational meeting to elect officers and to transact any other business.

Section 6. Regular Meetings.
The directors shall hold regular meetings bi-monthly. For this purpose the organizational meeting shall be deemed to be a regular meeting.

Section 7. Special Meetings.
Special meetings of the directors shall be held when called by the President of any three directors.

Section 8. Notice of Meetings.
Unless waived, notice of each meeting of the directors shall be given in person or by mail to each director not less than forty-eight hours before such meeting except that the organizational meeting may be held immediately after the annual meeting of the members, without notice other than by announcement at such annual meeting. At each meeting of the directors any business may be transacted.

Article VI - Officers

Section 1. Officers Named.
The officers shall consist of the President, Vice President and Treasurer, who shall be elected from among the directors, and the Executive Secretary. The directors may elect such additional officers as they see fit.

Section 2. Term of Office.
Except in case of resignation, death, or removal from office, each officer shall serve for one year and until his successor is elected. Vacancies among the officers may be filled by the directors.

Section 3. President, Duties.
The President shall preside at all meetings of the members of the Exchange and of the directors and shall be the chief executive officer. Except as otherwise determined by the directors, and except in the case of the Nominating Committee, he shall appoint all committees and be a member ex officio thereof.

Section 4. Vice President, Duties.
The Vice President shall aid the President in the discharge of his duties, and, in the absence or disability of the President, shall perform the duties of the President.

Section 5. Treasurer, Duties.
The Treasurer shall receive from the Secretary a full accounting of all money collected and disbursed by the Exchange. The Treasurer shall make quarterly reports to the directors all such receipts and disbursements and shall prepare for submission at the annual meeting of the members a financial report for the previous fiscal year.

Section 6. Executive Secretary, Duties.
The Executive Secretary shall keep records of the proceedings of the members and of the directors, attend to all correspondence, keep a roll of the members, execute documents in accordance with instructions of the President, give notices as may be required by the President, notify directors and officers of their election (unless the President shall do so), collect and receive money due to the Exchange and deposit the same in a depository designated by the directors, and perform all other duties incident to his office, and as may be required by the directors or the President.

Section 7. Other Officers, Duties.
Other officers shall perform such duties as may be assigned to them by the directors.

Section 8. Salaries.
The directors shall fix the salaries of the Executive Secretary and the Assistant Executive Secretary. The other officers of the Exchange shall normally serve without compensation. However, for extraordinary services the directors may authorize compensation to be paid in particular cases.

Section 9. Fidelity Bonds.
All officers and employees shall give fidelity bonds in such sums and with such security as the directors may require. The cost of such bonds shall be borne by the Exchange.

Section 10. Delegation of Duties.
The directors may delegate the duties of any officer to any other officer or committee and may control the actions of the officers and require the performance of duties in addition to those mentioned herein.

Section 11. Signing Checks & Other Instruments.
Unless otherwise ordered by the directors, all obligations of the Exchange shall be paid by check drawn on a designated depository and signed and countersigned by any two of the following officers: President, Vice President, Treasurer, Executive Secretary.

Section 12. Investments.
The directors may cause funds of the Exchange which are not currently needed for operating purposes to be deposited in interest earning situations in keeping with sound investment practices. A safety deposit box at a bank or trust company, selected by the directors shall be maintained. Unless otherwise ordered by the directors, access to said box shall be limited to two officers of the Exchange, acting jointly, one of whom shall be the Executive Secretary and the other shall be the President, the Vice President or the Treasurer.

Article VII - Committees

Section 1. Standing Committee.
The standing committees of the Exchange shall be as follows: Activities Committee, Finance Committee, House Committee, Legislative Committee, Membership Committee. At the organizational meeting of the directors the President shall appoint not less than three members (or representatives of members) of the Exchange for service on such committees.

Section 2. Powers and Duties of Committees.
The reports, recommendations, or findings of all committees shall be submitted to the directors, and no action shall be taken thereon except as authorized either generally or specifically by the directors. In general, the duties of said committees shall be as follows, subject, however, to such directions as the directors may issue:

(a) The Activities Committee shall arrange and conduct the various entertainment and social gatherings of the Exchange, and shall promote acquaintanceship among the members of the Exchange.

(b) The Finance Committee in addition to other duties shall at least annually provide for a certified audit, by an independent accountant (CPA or RPA) of the books and accounts of the Exchange.

(c) The Legislative Committee shall consider proposed legislation relating to the construction industry and shall furnish to the directors such information relating hereto as the committee deems best.

(d) The Membership Committee shall endeavor to obtain applications for membership, shall receive and investigate all applications, and shall report the result to the directors. (e) The directors may provide for additional committees for such purposes as the directors may specify.

Article VIII - Amendments to Constitution

This constitution may be amended at any regular or special meeting of the members of the Exchange, provided that the notice of such meeting shall include a statement that amendments to the Constitution will be considered thereat. The affirmative vote of two-thirds of the members present shall be necessary to adopt an amendment.
 

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