RAMCA Board and Bylaws

Bylaws of the Association

RICHMOND AREA MUNICIPAL CONTRACTORS ASSOCIATION

ARTICLE I

This organization shall be known as the Richmond Area Municipal Contractors Association.

ARTICLE II: Purpose

The purpose of this organization is to enable its members to be represented as a group in matters pertaining to their respective businesses, and in such matters as may be deemed necessary in legally enhancing and representing the members' interests.

ARTICLE III: Membership

SECTION 1. There shall be three classes of memberships, (1) Contractor Members, (2) Associate Members, and (3) Honorary Members.

SECTION 2. Contractor members shall consist of firms (individuals, partnerships, and corporations operating under a current business license in the State of Virginia), licensed by the Virginia State Board for Contractors and performing work in the City of Richmond, Virginia and the surrounding metropolitan area. The word "work" is herein defined as grading, paving, concrete, gas, water, and sewer construction, and such other construction covered in the current regulations of the Virginia State Board for Contractors under the classification of Heavy/Highway Contractors.

SECTION 3. Associate members shall consist of: A) Supplier Members - utility companies, and firms providing equipment, materials, or products to contractor members; B) Professional Members - firms providing business services to contractor members.

SECTION 4. Honorary Membership. Honorary Membership may be awarded by the Board of Directors to any individual or firm who has rendered meritorious service to RAMCA. Honorary Membership shall be without vote and shall be ineligible to hold office. An Honorary Member shall pay annual dues, initiation fees, and assessments in an amount to be determined by the Board of Directors.

ARTICLE IV : Dues and Fiscal Year

The dues for Contractor Members and for Associate Members shall be determined by the Board of Directors. The fiscal year shall be from January 1st through December 31st. Members will be notified promptly, and in writing, within 30 days of any changes.

ARTICLE V: Members

SECTION 1. Charter Members. The original members of this Association shall constitute its charter members. They are listed at the end of these By-Laws.

SECTION 2. Any eligible person, partnership, or corporation desiring to become a member of this Association shall make written application. When the application is approved by the majority of the Board of Directors of this Association and the proper dues have been received, the applicant shall thereupon become a member in good standing entitled to all of the benefits of membership in this Association and subject to all of the provisions of these By-Laws as from time to time may be amended.

SECTION 3. Failure to Pay Dues. Should any member fail to pay in full the dues for any fiscal year prior to April 1st of that year, such member's membership in the Association may be terminated by the majority vote of the members of the Board of Directors at any meeting after fifteen days notice of such delinquency shall have been given to such member. If any member be delinquent after July 1st of any year as to the dues for such fiscal year, his membership may be terminated by the majority vote of the members of the Board of Directors without notice to the member.

SECTION 4. Resignation. Any member may, at any time, resign as such by delivering a written resignation to the President or the Secretary, such resignation to be effective upon such delivery. However, such resigning member shall be entitled to no refund of any portion of the dues for the fiscal year in which such resignation takes place.

ARTICLE VI: Meetings of Members

SECTION 1. Meetings of all members of the Association shall be held at such time and place as the Board of Directors and/or President shall determine.

SECTION 2. Special meetings of the members may be called by the President or by the Board of Directors. Written or oral notice of any such special meeting specifying the purpose for which it is called shall be given by the Secretary to each member at least 3 days prior to such meeting.

SECTION 3. At any meeting regular or special, fifty per cent of the members in good standing shall constitute a quorum for the transaction of business. Unless otherwise provided in these By-Laws, the vote of a majority of the members present (when there is at least a quorum) shall be required for the adoption of any resolution, or any other action of the Association requiring a vote. Each member shall be entitled to one vote as to all matters coming before a meeting, such vote to be cast by an Officer (if a corporation), a partner (if a partnership), the proprietor (if a sole proprietorship), or in any case by duly authorized proxy.

SECTION 4. Prior to the annual meeting the President shall appoint a nominating committee of three members to suggest the names of eligible members for Officers and Directors for the ensuing fiscal year. The nominating committee shall render its report at the following annual meeting. Further nominations may be made from the floor. At the annual meeting the members shall elect a President, Vice President, Secretary/Treasurer, and Directors.

ARTICLE VII: Board of Directors

SECTION 1. The Association shall be governed by a Board of Directors consisting of: the President and Vice President, who must be contractor members; a Secretary/Treasurer who may be either a contractor or associate member; the Immediate Past President, and eight additional Directors - four of which shall be contractor members, two of which shall be associate members, and two of which shall be at-large members that may be either contractor or associate members. The President, Vice President, Secretary/Treasurer, and Immediate Past President shall comprise the officers of the Association. The term of office of the officers shall be two years. The contractor/director members of the Board shall be elected for a term of three years. The associate/director members of the Board shall be elected for a term of two years. Should any vacancy occur among the Officers or Directors between the annual elections, such vacancy shall be filled by the remaining members of the Board for the unexpired portion of the term.

SECTION 2. Regular meetings of the Board of Directors shall be held prior to regular meetings of the members. Further meetings may be held at the call of the President or of any other two Directors. Written or oral notice of each meeting of the Board shall be given by the Secretary/Treasurer to each member of the Board at least three days prior to such meeting, but no notice need specify the purpose of the meeting.

SECTION 3. At any meeting of Directors, five shall constitute a quorum for the transaction of business. Unless otherwise provided in these By-Laws, any resolution or any other action requiring a vote, which receives the affirmative vote of a majority of the Directors present (if there be at least a quorum present) shall be deemed adopted.

SECTION 4. The Board of Directors shall from time to time do all such acts and things as it may deem necessary or proper to further the purpose of the Association, and it may from time to time delegate to the President or other Officers of the Association, or other persons, such matters as it may deem advisable.

ARTICLE VIII: Duties of Officers

SECTION 1. President. The President shall be the directing Officer of the Association and shall, subject to the control of the Board of Directors, perform such duties and have such powers as are usually incidental to such office. He shall be Chairman of the Board of Directors and an ex officio member of all standing and special committees.

SECTION 2. Vice President. The Vice President shall in the absence, death, or disability of the President act in the place of the President. He shall also perform such other duties as the Board of Directors may from time to time specify.

SECTION 3. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for all financial records and transactions of the Association. He shall account fully for all transactions of his office and make a full report thereof at the annual meeting of the members and at such other times as may be requested by the Board of Directors. He shall also perform such other duties as the Board of Directors may from time to time specify.

SECTION 4. The Executive Director shall be employed by the Board of Directors on an annual basis, and his compensation shall be fixed by the Board. The Executive Director shall keep minutes of the Board of Directors' meetings, and of standing and special committees and shall be responsible for the records of the Association. It shall be the duty of the Executive Director to prepare a budget covering the operation of his office for the fiscal year, and shall submit the budget to the Board of Directors for their approval. The Executive Director shall have full authority to employ such help as he may deem necessary within the limits of the approved budget.

ARTICLE IX: Committees

SECTION 1. The President shall appoint a Specification Committee, a Membership Committee, a Finance Committee, a Legislative Committee, a Program Committee, a Scholarship Committee, and a Long Range Planning Committee. He may also appoint such other committees as he may deem necessary. Committees appointed by any President shall act only so long as such appointing President remains in office.

Duties of the Committees:

• The Specification Committee shall work toward the improvement of the specifications of the local area governing bodies.
• The Membership Committee shall formulate plans and projects for increasing the membership and services of the Association.
• The Finance Committee shall prepare the Association's annual budget for approval by the Board of Directors, and monitor the accounting procedures and fiscal condition of the Association.
• The Legislative Committee shall keep abreast of legislation affecting the industry. The Program Committee will have the responsibility of planning current and pertinent discussions for the information and benefit of the Association.
• The Scholarship Committee shall oversee the George Bickerstaff Memorial Fund.
• The Long Range Planning Committee shall address the long range needs and direction of the Association, and shall consist of the Officers of the Association, the Immediate Past President, and one member at large appointed by the President.

ARTICLE X: Amendments

SECTION 1. These By-Laws may be amended, altered, or repealed at any regular or special meeting of the members, provided, however, that the wording of any resolution proposed to be offered at any such meeting altering, amending, or repealing any of these By-Laws shall be mailed by the Executive Director to each member in good standing at least fifteen days before such meeting.

ARTICLE XI: Indemnification

SECTION 1. Each Director and Officer of the Association shall be indemnified against expenses, penalties, and liabilities, including attorney's fees, reasonably incurred by or imposed upon him/her in connection with any claim, demand, action, or proceeding, whether civil or criminal, or in connection with any settlement thereof, to which he/she may be made a part, or in which he/she may become involved, by reason of his/her being or having been a Director or Officer whether or not he/she is a Director or Officer at the time such expenses, penalties, or liabilities are incurred, except in cases where he/she shall be finally adjudged in such action or proceeding to be liable for willful misconduct in the performance of his/her duties as such Director or Officer. The right of indemnification herein provided shall be in addition to, and not exclusive of, all other rights to which such Director or Officer may be entitled, and the Director's and Officer's right to indemnification shall inure to the benefit of the personal representatives of deceased Directors and Officers.

ARTICLE XII: Dissolution of Association

SECTION 1. This association may be dissolved by a two-thirds majority vote of the entire Board.

SECTION 2. When so directed to dissolve, the Board will:

• collect debts, pay bills, settle and close accounts, terminate employees, and file necessary reports or returns with appropriate agencies;
• provide final financial statements to all Officers and Directors;
• deliver or remit remaining assets to a compatible non-profit organization designated by the board.

ARTICLE XIII: Charter Members

• Dan C. Alexander, Inc.
• Asphalt Paving Service, Inc.
• Kenneth L. Black
• B.D. Bond
• E.G. Bowles - G.P. Clay Contractors, Inc.
• P.E. Eubank Company
• Garrett & Company
• Hughes-Keegan, Inc
• M.W. Lawrence, Contractor
• Lee Hy Paving Corporation
• Lingerfelt & Carpenter, Inc.
• Luck Corporation
• Lyttle & Barnes Construction Company
• McLane Construction Company
• Municipal Paving Company, Inc.
• Richmond Paving Service, Inc.
• Talley & Flanary, Inc
• Van Doren Construction Company
• Via Company, Inc
• Ward & Stancil, Inc

By-Laws Amended

• November 1998
• November 2005