?Retail Contractors Association Bylaws
Article I - Membership
Article II - Meetings
Article III - Board of Directors
Article IV - Officers
Article V - Budget and Dues
Article VI - Executive Committee
Article VII - Termination of Membership
Article VIII - Restrictions
Article IX - Amendments
Section 1. Classes of Membership
There shall be one class of members in the Association and they will be called Active Members. (Revised 7/1994)
Section 2. Eligibility of Membership
(A) Active Members: Any sole proprietorship, partnership, or corporation engaged directly in retail construction, which has been in business for at least five years, which operates and promotes its name and products to the public as an individual company even though it may be controlled by a parent corporation or by a group of investors and which complies with the Certificate of Incorporation and Bylaws of this Association, shall be eligible for Active membership.
Section 3. Application and Election to Membership
Any eligible sole proprietorship, partnership, firm or corporation desiring to become a member of the Association may qualify to do so by signing and filing a written membership agreement in such form as shall be prescribed by the Board of Directors. All requirements outlined in said membership agreement must be complied with before such membership will be considered by the Board of Directors. The Board of Directors reserves unto itself discretion to deny approval of the Membership Agreement Application, with or without cause. If the applicant is approved by a three-fourths majority vote of the Board of Directors, the applicant shall become a member of the Association and thereupon an appropriate Certificate of Membership shall be issued by the Association and delivered to the member. If the applicant is denied membership, the applicant shall have the right to appeal the Board’s decisions by following established appeal procedures. (Revised 12/1995, 8/2008, 2/2016)
Section 4. Right to Vote and Hold Office
Each Active member shall be entitled to one vote. Representatives of Active Members only shall hold office in the Association.
Section 5. Executive Representative
Each member firm shall designate in writing on the membership agreement or renewal application an executive representative of the member who shall represent the member on all affairs of the Association. Other staff of a member firm may serve on committees or take part in discussions. A member may change its executive representative at will upon giving advance written notice thereof or may appoint, by advance written notice, a substitute for its executive representative. The executive representative of Active members shall vote on behalf of the member and be eligible to hold office. (Revised 7/1994, 2/2016)
Section 1. There shall be an annual meeting and convention of the Association for the purpose of installing the Officers and a Board of Directors to hold office until their successors shall be elected and installed. The time and place of the annual meeting shall be determined by the Board of Directors. At least three weeks written notice of such meeting shall be given to all members of the Association. (Revised 2/2016)
Section 2. Meetings of the Association may be called by the President acting with the consent of the majority of the Board of Directors at any time other than the time of the regular or annual meetings upon at least two weeks’ written notice being given to all members of the time and place of the meeting. (Revised 12/1990)
Section 3. All meetings of the members shall be conducted in accordance with Roberts’ Rules of Order and shall be focused on matters affecting the retail contracting industry. (Revised 2/2016)
Section 4. Each Active member in good standing shall be entitled to cast one vote at any meeting of the members. For the purposes of these Bylaws, in order for a member to be in “good standing,” it must currently satisfy all other conditions of membership. Notwithstanding the foregoing, a member which is sixty or fewer days in arrears in the payment of any sums due to the Association, shall be entitled to attend, but not vote, at any meeting of the Association. (Revised 2/2016)
Section 5. One half of the members of the Association, including a majority of the Board of Directors, shall constitute a quorum for the transaction of any business at any meeting of the Association. The act of the majority of the members present at a meeting at which a quorum is present when the vote is taken shall be the act of the members of the Association.
Section 6. Whenever the Board of Directors deems it necessary to obtain a vote of the entire membership between meetings, or whenever incomplete attendance at a meeting prevents obtaining the vote required for a particular action, the Board of Directors may poll the membership by mail or electronic means, and the results of such vote will be binding on the Association and its members. (Revised 7/1994, 8/2009)
Article III-Board of Directors
Section 1. The properties, affairs, activities, and concerns of the Association shall be vested in a Board of Directors consisting of not less than eight (8) members and not more than fifteen (15) members, as determined to be appropriate by the Board, each holding office for a three-year term. Following their election, the members of the Board of Directors shall begin the performance of their duties concurrent with the next annual meeting and shall continue in office until their successors have been duly elected and installed. To achieve the goal of evenly distributed classes of directors with three-year terms, in the 2017 and 2018 election, for terms beginning in 2018 and 2019, respectively, some terms may be shorter than three (3) years. (Revised 12/2007, 2/2017)
Section 2. Elections for vacancies in the Board of Directors shall be by ballot from a slate of nominees produced by a Nominating Committee and ratified by a majority vote of the Board of Directors. Such Nominating Committee shall consist of three (3) members with at least one of its members also being a member of the Board of Directors who shall serve as its chair. The election of directors will be by a popular vote of the general membership. Said nominees shall be limited to the officers or owners/principals of Member Companies. Nominees may additionally include individuals who are the head of a diversified member company’s retail construction branch or of similar responsibility. A member will be able to hold office for up to four (4) consecutive terms after which he will be required to take one year off. (Revised 12/2007, 8/2009, 2/2016, 2/2017)
Section 3. When a vacancy on the Board of Directors occurs, the President, subject to the approval of the executive committee, may appoint an interim director to hold office until the next election. The vacancy shall at that time be filled by the due election of a member. No member shall have more than one representative on the Board of Directors at any one time. (Revised 4/1999)
Section 4. The Board of Directors may be called together at any time by the President. A majority of the Directors shall constitute a quorum for the transaction of business. The act of the majority of the members of the Board of Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors of the Association. All meetings of the Board of Directors shall be conducted in accordance with Roberts’ Rules of Order.
Section 5. The Board of Directors shall have the power to authorize appointment of such committees, other than the Executive Committee, as may be desirable to conduct the business of the Association.
Section 6. Any member of the Board of Directors may resign from office at any time by delivering a resignation in writing to the Board or to the Secretary/Treasurer. Such resignation shall take effect at the time specified therein, and unless otherwise specified, no acceptance of such resignation shall be necessary to make it effective. A member of the Board of Directors may be removed with or without cause by a two-thirds vote of the Board, provided that written notice of such vote is provided to said Director at least thirty (30) days in advance of the Board meeting at which the vote will take place.
Section 1. The officers of the Association shall be a President, Vice President Secretary/Treasurer.
Section 2. Officers shall be elected for a term of one (1) year by the Board of Directors at least 60 days before the annual meeting. Once elected as an officer, the term duration and limits of that officer as outlined in Article III, Section 2 and Section 5 shall prevail, extending the term of said director accordingly. (Revised 12/2007, 2/2016)
Section 3. The duties and powers of the officers of the Association shall be as follows:
The President shall preside at all meetings of the Association and Board of Directors. (Added 12/1990)
The President shall appoint such committees and committee chairs as may be authorized by the Board of Directors, or the members of the Association, or as may be desirable to conduct the business of the Association. (Revised 5/2004)
The President shall direct the makeup and manage the affairs of the Advisory Board. The President shall serve as an ex officio member of all committees, except the Nominating Committee. The President shall serve on the Executive Committee. The President shall also represent the Association at meetings of and on committees of other organizations and shall discharge any other duties that are incident to the office or that the Board may require. (Revised 5/2004, 2/2016)
The President shall have the power to obligate the Association for purchases as may be needed to carry on the work of the Association. (Revised 2/2016)
The President shall plan and direct the activities of the Association with the cooperation of the Board of Directors. The President shall discharge any additional duties prescribed by these Bylaws or otherwise incident to the office or that the Board may require.
The Vice President shall perform all acts delegated to the President, should the latter, through absence or inability, at any time be unable to perform such acts. In the event of a vacancy in the office of President, the Vice President shall succeed to the office for the remainder of the term.
The Vice President shall also be the board liaison to the membership committee. The Vice President shall serve on the Executive Committee. The Vice President shall attend all meetings of the Association’s Board of Directors. (Revised 5/2004, 2/2016)
The Secretary/Treasurer shall oversee the collection of all dues, registration fees, and other income; review and oversee all financial records of the Association; be responsible for the funds of the Association; and make reports as the Board may require.
The Secretary/Treasurer shall keep the minutes of all meetings of the members of the Association and of the Board of Directors. He shall keep the records of the Association and be responsible for the issuance of proper notices of all meetings and perform such other duties as may be assigned to him by the Board of Directors. He shall have the power, with the approval of the President and within the budget appropriations then in effect, to obligate the Association for purchases as may be needed to carry on the work of the Association. (Revised 2/2016)
The Secretary/Treasurer shall serve on the Executive Committee. The Secretary/Treasurer shall attend all meetings of the Association’s Board of Directors. (Revised 12/1990, 2/2016)
In the event of a vacancy in the office of Vice President, the Secretary/Treasurer shall succeed to the office for the remainder of the term. (Added 2/2016)
Section 4. An officer may serve a maximum of two (2) consecutive terms. (Revised 5/2004)
Section 5. Any officer shall, if required by the Board of Directors, furnish satisfactory bond and the expense of the same shall be borne by the Association.
Article V-Budget and Dues
Section 1. Prior to the Board of Directors meeting that is held concurrent with the annual meeting of each year, the Secretary/Treasurer shall prepare a budget covering the estimated receipts and expenditures for the ensuing year. The Secretary/Treasurer shall present such budget to the Board of Directors for its consideration and approval at said meeting. (Revised 2/2016)
Section 2. Each Active member shall pay within thirty (30) days after notice thereof, the amount of annual dues established by the Board of Directors. (Revised 7/1994, 2/2016)
Article VI-Executive Committee
Section 1. The President, the Vice President the Secretary/Treasurer and the Immediate Past President shall constitute an Executive Committee. The Executive Committee, with approval by the Board, shall appoint such employees as may be necessary to conduct the business of the Association. The Executive Committee may act on behalf of the Association in any matter when the Board of Directors is not in session, reporting to the Board of Directors for its ratification of their action at each regular or special meeting called for the purpose. Three (3) members shall constitute a quorum for the transaction of business. The act of the majority of the members of the Executive Committee present at a meeting at which a quorum is present when the vote is taken shall be the act of the Executive Committee. Meetings may be called by any member of the Executive Committee. (Revised 5/2004)
Article VII-Termination of Membership
Section 1. Any member who shall cease to satisfy the conditions of membership shall be deemed to have resigned from the Association as of the day it shall cease to be eligible for membership, with no further payment of dues, but without refund of dues already paid.
Section 2. Membership may be terminated by a three-fourths majority vote of the Board of Directors for any of the following reasons: (1) Misrepresentation on the membership agreement application, including the RCA State License/Registration Membership Form, original application or renewal, (2) Knowingly working in areas requiring licensing without first having obtained proper license, (3) Insolvency, or (4) Violation of the Code of Ethics. Board action for termination under this section shall occur only after receipt of written complaint from a retailer and/or another member. Investigation of the complaint shall be made and a report given to the Board of Directors for its consideration and disposition. (Added 12/1995)
Section 3. Membership in the Association may be terminated upon failure of the member to pay any installment of dues within seventy-five (75) days after the time designated for such payment, or failure to submit any other required renewal information, but only following a “Second Notice” which will be sent thirty (30) days after the dues are in arrears or submittal due date has passed. (Revised 7/1994)
Section 4. As of the date of the submission of its resignation, the member shall cease to have any interest in or claim upon any fund or funds or other property of the Association then existing or subsequently acquired. The resignation shall also carry by virtue of such act the resignation of the executive representative and of any substitute, and of any other person connected with the member in whatever capacity he may be acting for the Association.
Section 5. Any eligible person, partnership, company or corporation whose membership has been discontinued for any reason may be reinstated as a member upon payment of dues, including any previously unpaid dues, and execution and approval of a new membership agreement as prescribed herein. (Revised 2/2016)
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distribution in furtherance of the above-described purpose. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any of the above provisions, the Association shall not carry on any other activities not permitted to be carried on by an Association exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for purposes described in Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of the Delaware Code as the Board of Directors shall determine).
These Bylaws may be amended, repealed or altered in whole or in part by a majority of the Board of Directors of the Association at any regular or special meeting at which a quorum is present, provided that notice is given to all Directors at least seven (7) days before such meeting.
Original Bylaws 1990
Revision #1 December 1990
Revision #2 July 1994
Revision #3 December 1995
Revision #4 November 1998
Revision #5 April 1999
Revision #6 May 2004
Revision #7 February 2005
Revision #8 December 2007
Revision #9 August 2008
Revision #10 August 2009
Revision #11 February 2016