BY-LAWS of the
Builders Exchange, Inc.

Adopted/Amended: December 14, 2007
Name Changed:  November 21, 2001

Article I - Name
Article II - Object
Article III - Membership
Article IV - Resignation, Suspension and Expulsion
Article V - Board of Governors And Officers
Article VI - Duties of the Board of Governors
Article VII - Duties of Officers
Article VIII - Committees
Article IX - Meetings
Article X - Fiscal
Article XI - Dues
Article XII - Indemnification of Officers and Members of the Board of Governors and Insurance
Article XIII - Amendment
Article XIV - Dissolution

 

Article I - Name

Section 1. The name of this association shall be The Builders Exchange, Inc.

Article II - Object

Section 1. The object of this Association shall be to promote a high standard of business practice in the construction and related industries; to inculcate just and equitable practices for the conduct of business; to maintain and foster good will and relations among the employers in the construction industry; to foster the growth and progress in the construction industry; to encourage high standards of quality and workmanship; to promote and maintain apprenticeship and training programs; to establish ways and means whereby controversies and misunderstandings may be avoided or adjusted; to acquire and disseminate valuable business information; to promote friendly intercourse among those engaged in the construction industry; to cooperate with other organizations in promoting the public welfare in the respects aforesaid; to provide management services to associations; to secure freedom from unjust and unlawful exactions; and generally to foster the business interests of those engaged in the construction industry in all ways consistent with the public interest; to the end that membership in this association may be an assurance to the public of skill, integrity and responsibility.

Section 2. This is a non-profit Association, incorporated in New York State and shall be governed by the laws of New York.

Section 3. To the extent provided by governmental law, rule or regulation, no person or organization shall be discriminated against by the Exchange in its hiring or membership policies, delivery of or access to services, or in any other corporate activity.

Article III - Membership

Section 1. Active Members. Any person, firm or corporation of good repute in any way engaged in or concerned with the construction industry, or in any of its branches or affiliations, and who subscribe to the By-Laws of the Exchange, is eligible to become an active member of the Exchange as hereinafter provided for.

Section 2. Special Members. Any person (but not a firm, corporation or partnership), having been a principal of a member firm of the Exchange which firm has ceased doing business, and who remains affiliated with the construction industry as a consultant, or in any other individual capacity, may apply to the Board of Governors for Special Membership. Dues for this classification of membership shall be fixed by the Board of Governors.

Section 3. Honorary Members. The Board of Governors, at any regular or special meeting, may elect honorary members by a unanimous vote of the members present. Such honorary members shall be exempt from the payment of dues and shall be entitled to all privileges as defined by the Board, but may not vote or hold office.

Section 4. Other membership categories may be created by the Board of Governors following notice to the members. They shall have such benefits and pay such dues as is determined by the Board of Governors.

Section 5. Applications for membership shall be made in writing to the President upon a form approved by the Board of Governors. The application must be signed and must have the endorsements of two Exchange members. The applicant must also agree in said application that, provided the applicant is accepted, the new member will abide by these By-Laws and the rules of the Exchange.

Section 6. Any applicant who has been rejected for membership by the Board of Governors may make a new application, but not until the expiration of at least six (6) months from the date of the rejection.

Section 7. If a member shall materially change its scope of operations or name within the construction industry, it shall so advise the Exchange in writing, and the Board of Governors shall review such change to determine whether its membership shall continue, be changed or terminated from membership. Memberships cannot be assigned or transferred without the approval of the Board of Governors.

Arcticle IV - Resignation, Suspension and Expulsion

Section 1. A member may resign from the Exchange by giving advance notice in writing to the Chairman or the President, provided, that no resignation shall be accepted if the member be in arrears in payment of dues or other indebtedness to the Exchange.

Section 2. A member whose dues or other indebtedness shall remain unpaid for a period of three (3) months after the same shall have become due, shall be deemed a delinquent member and shall be subject to suspension or expulsion, at the discretion of the Board of Governors, and to forfeiture to the Exchange of all property, claims and benefits to which he would have been entitled as a member, and the Board of Governors may resort to any legal remedy deemed necessary to recover amounts in arrears or other indebtedness.

Section 3. A member may be suspended for a period or expelled for cause, such as violation of these By-Laws or rules of the Exchange or for conduct prejudicial to the best interests of the Exchange or its members. Such suspension or expulsion shall be by a two-thirds vote of the Board of Governors, provided that a statement of the charges shall have been mailed by certified mail to the member under charges at least fifteen (15) work days before final action is taken thereon. The statement is to be accompanied by a notice of the time and place where the Board of Governors is to take action, and provided, further, that the said member shall have been given an opportunity to present a response at the time and place mentioned in the notice.

Article V - Board of Governors and Officers

Section 1. The affairs of the Exchange shall be administered by a Board of Governors, which shall consist of not less than twelve (12) nor more than twenty-four (24) members, as provided hereinafter. The term of office of the members of the Board of Governors shall be three years, and approximately one-third of the members shall be designated or elected each year. Each Board member shall be at least eighteen (18) years of age.

Section 2. The election of members of the Board of Governors shall be in accordance with rules adopted by the Board.

The Board of Governors shall be broadly representative of the membership. It shall include representatives of general contractors; organizations representing contractors; heavy- highway, mechanical, electrical, specialty and other prime and sub-contractors; "Members-at-Large" representing suppliers, materialmen, service providers, construction users and other members. There will normally be no more than two Board members from the same construction group, except for general contractors, those serving by virtue of their elected office and otherwise as described below.

The Builders Exchange Junior Builders' President, shall be a voting member of the Board, serving a one year term.

Section 3. Election of Officers. At its May meeting each year, the Board of Governors shall elect from its own membership a Chairman and a Vice Chairman. At the same time the Board shall elect a President, a Corporate Secretary (which may be combined with another office) and a Treasurer. The President is a non-voting member of the Board. The President and Corporate Secretary need not be a member of the Exchange, and the Treasurer need not be a member of the Board. If the Treasurer is elected from outside the membership of the Board, the person shall become a voting member of the Board upon taking office. The Corporate Secretary is non-voting unless the person otherwise holds a Board seat. The officers shall serve for a two year term consistent with the Exchange's fiscal year, but may be re-elected.

Section 4. The Immediate Past Chairman shall serve as a member of the Board of Governors for at least one year following the expiration of this person¹s term of office as Chairman. In the event that the expiration of this person's term of office as Chairman shall coincide with the expiration of their term of office as a Board member, the Immediate Past Chairman shall nevertheless serve an additional year on the Board of Governors as a Member at Large, and shall not represent a particular trade classification.

Section 5. There shall be an Executive Committee of the Exchange, consisting of the Chairman, Vice Chairman, Treasurer, Corporate Secretary, the Immediate Past Chairman and President. When requested by the Chairman, the Executive Committee shall be expanded to include one or more other past-Chairmen or current officers. It will meet at the Chairman's request to provide input between meetings of the Board of Governors.

Section 6. The Board of Governors may declare vacant the position of any officer or Board member if the individual is not employed by or retired from an Exchange member or has been convicted of a felony. Any Board member may be reviewed as an individual for cause in accordance with the procedures of Article IV, Section 3 hereof.

Article VI - Duties of the Board of Governors

Section 1. The Board of Governors shall have general charge of the affairs, property and assets of the Exchange. They shall have power to admit or expel members; to approve Committee appointments made by the Chairman; to authorize the disbursement of the funds of the Exchange, subject to Section 4 of this Article; and to do any and all things necessary to promote the objects of the Exchange and to best protect the interests and welfare of the members, subject to the provisions of these By-Laws. The Board, officers (except the President) and Committee members shall serve without pay or compensation.

Section 2. Meetings. Regular meetings of the Board of Governors shall be held, normally at least eight (8) times a year, at a time and place determined by the Board. The President, at the request in writing of the Chairman or five (5) members of the Board, shall issue a call for a special meeting of the Board, and two (2) work days notice shall be required for such special meetings.

Section 3. Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business.

Section 4. Expenditures of Exchange funds shall be made only with the approval, direct or by budget, of the Board of Governors.

Section 5. The Board of Governors shall submit a written report of the affairs of the Exchange at each annual meeting.

Section 6. A vacancy in the position of Governor shall be filled by the Board for the balance of that individual's term of office.

Section 7. Failure by a Governor to attend at least fifty percent (50%) or more of the duly called meetings of the Board shall constitute an automatic resignation from the Board of Governors.

Article VII - Duties of Officers

Section 1. The Chairman shall preside at meetings of the Exchange and the Board of Governors, and shall be a member, ex officio, with right to vote, of all standing and special committees. The Chairman shall, subject to Board approval, make appointments to all standing committees and special committees as may from time to time be deemed necessary to carry on the functions of the Exchange. The Chairman shall, at such times as that officer deems proper, communicate to the membership and the Board of Governors such matters and make such suggestions as may in their opinion tend to promote the prosperity and welfare and increase the usefulness of the Exchange, and shall perform such other duties as are incident to the office of Chairman.

Section 2. The Vice Chairman in the absence, disability or death of the Chairman, shall assume the duties of that office.

Section 3. The Treasurer shall supervise the preparation of financial reports by the President and shall be a member of the Audit & Finance Committee. The Treasurer shall report to the Board of Governors at each meeting and to the membership at the annual meeting. In the absence, disability or death of the Vice Chairman, the Treasurer shall assume the duties of that office.

Section 4. The President shall: act as secretary at all meetings of the Exchange and the Board of Governors; collect all monies due the Exchange and shall deposit same in banks or financial institutions designated by the Board of Governors; keep the records of the Exchange; act in an administrative capacity taking charge of and supervising the performance of staff employees in their respective duties; have general supervision of the affairs of the Exchange under the officers and the Board of Governors, and shall devote their best efforts to advancing the interests of the Exchange and the membership. The President shall become an officer of the Exchange, and a non-voting member of the Board upon employment, and is an ex-officio member of all committees without a vote.

Section 5. Any other officers elected by the Board of Governors shall perform such duties as may be assigned to them by the Board.

Section 6. No individual shall serve in the offices of Chairman or Vice-Chairman for more than two consecutive years in each office.

Article VIII - Committees

Section 1. The Exchange Chairman shall appoint each Committee Chairman and, in consultation with the applicable Committee Chairman, Committee members. Each committee shall consist of one or more Board members, and one or more others from the membership and, if appropriate, industry and community. No person shall serve as a Committee Chairman for more than three consecutive years and no committee members for more than six consecutive years.

The reports, recommendations, or findings of all committees shall be submitted to the Board of Governors. No action shall be taken by a Committee except as authorized generally or specifically by the Board. Each committee shall prescribe the manner in which its proceedings shall be conducted. It may establish sub-committees as appropriate. Meeting notes shall be kept of each substantive meeting of a committee. Section 2. Standing Committees. The standing committees of the Exchange shall be as listed in Sections 3 to 5 below. In general, the duties of such committees shall be as follows, subject, however, to such directions as the Exchange Chairman or Board may issue.

Section 3. Legislative. The Legislative Committee shall consist of not less than five (5) members. The Legislative Chairman shall be a member of the Board of Governors. The Legislative Committee shall consider proposed legislation, local, state or national, which affects the construction industry and shall recommend action to the Board of Governors. At the discretion of the Board of Governors, the Legislative Committee may act without reference to the Board.

Section 4. Membership. There shall be a Membership Committee consisting of not less than three (3) members appointed by the Exchange Chairman and the Membership Committee Chairman shall be a member of the Board of Governors. The Membership Committee shall supervise and assist in securing new and retaining existing members. The Membership Committee may call upon other members of the Exchange for assistance in membership extension and retention.

Section 5. Finance. The Audit & Finance Committee shall consist of at least two (2) members of the Board of Governors. The Treasurer and President shall be members. The Finance Committee shall audit all claims against the Exchange referred to it by the Board of Governors and shall examine the accounts of the Exchange as required by the Board. It shall submit annually to the Board's June meeting a budget of estimated income and expenses of the Exchange for the ensuing fiscal year, broken down by general sources and uses of funds.

Section 6. Representation to Other Association Boards. To improve the effectiveness of the industry, the Exchange may, from time to time, appoint representatives to liaison with other associations. For example:
The Exchange Chairman may designate one or more representatives of the Exchange as Board members of the Building Industry Employers of New York State (BIE), in accordance with that association's By-Laws.

The Board each year may designate two current members of its Board as representatives to the Construction Industry Association of Rochester, NY Inc. (CIAR). These representatives must be members of that Association's existing Board.

Section 7. Special Committees. The Board of Governors and, subject to the approval of the Board, the Exchange Chairman, may from time to time establish other special, advisory committees or task forces for various purposes. Such committees may undertake investigations, make recommendations and/or carry out such other duties as may be assigned to them.

Article IX - Meetings

Section 1. There shall be an Annual Meeting of the Exchange on a date fixed by the Board of Governors, but not later than the sixth month following the close of the fiscal year. All members shall be given not less than ten (10) nor more than forty (40) calendar days notice prior to the meeting.

Section 2. Membership meetings shall be held at such time and place as the Board of Governors may direct.

Section 3. Robert's Rules of Order shall govern at all meetings of the Exchange and the Board of Governors, except where they are in conflict with these By-Laws.

Section 4. The Order of Business at meetings of the Exchange and the Board of Governors shall be set at the discretion of the Chairman and the Board.

Section 5. Quorum. The presence, in person or by proxy, of ten percent (10%) or more of the members eligible to vote at any meeting shall constitute a quorum for the transaction of business at regular, annual or special meetings of the membership.

Article X - Fiscal

Section 1. The Fiscal Year of the Exchange shall be July 1 to June 30, but may be changed by the Board on notice to the membership.

Section 2. A combination of any two (2) of the following officers shall be authorized to sign checks for disbursement of Exchange funds: Chairman, Vice Chairman, Corporate Secretary, Treasurer, President.

Section 3. All officers and employees of the Exchange who receive, disburse or otherwise handle the funds of the Exchange shall be bonded in amounts determined by the Board of Governors and the Exchange shall pay the cost of such bonds.

Section 4. The Board of Governors or, between meetings of the Board of Governors, the Finance Committee, may cause Exchange funds which are not currently needed for near-term operating purposes to be deposited in keeping with sound investment practices.

Section 5. An independent certified public accountant shall annually examine the Exchange's books and accounts, and shall furnish its report for the Board prior to the Annual Meeting of the Exchange.

Article XI - Dues

Section 1. The annual dues of the Exchange shall be fixed by the Board of Governors, any may vary amongst the different categories of members. The Board shall also be empowered to levy such other assessments or fees as it deems advisable.

Section 2. The Board shall have the authority to fix and change as appropriate fees, interest, liquidated damages and/or costs on unpaid amounts due the Exchange.

Article XII - Indemnification of Officers and Members of  the Board of Governors and Insurance

Section 1. To the fullest extent authorized or permitted by law, the Exchange shall indemnify any person made, or threatened to be made, a party in any civil or criminal action or proceeding by reason of the fact that he or his testator or intestate is or was a member of the Board of Governors or officer of the Exchange, or serves or served, in any capacity, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Exchange against judgements, fines, amounts paid in settlement and reasonable costs and expenses, including attorney¹s fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein. This provision shall be in addition to, and not in limitation of, any provision in the Certificate of Incorporation or any agreement or resolution providing for indemnification and permitted by law as provided in Section 2 below.

Section 2. To the fullest extent permitted by law and authorized or permitted by any provision of (i) the Certificate of Incorporation or these By-Laws, or (ii) a resolution of the members, or (iii) a resolution of the Board of Governors, or (iv) an agreement providing for such indemnification, the Exchange shall indemnify (including advancement of expenses) any person made or threatened to be made a party by or in the right of the Exchange in any civil or criminal action or proceeding by reason of the fact that he or his testator or intestate is or was a member of the Board of Governors or officer of the Exchange or serves or served in any capacity, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Exchange. The members and/or the Board of Governors are hereby authorized to adopt resolutions regarding such indemnity and expenses, and the Exchange is hereby authorized to enter into agreements regarding such indemnity and expenses.

Section 3. The Board of Governors may, in its sole discretion, purchase liability insurance to indemnity the members of its Board of Governors, officers or employees pursuant to the provisions of Section 1 and 2 or as otherwise permitted by law.

Article XIII - Amendment

Section 1. These By-Laws may be amended by a majority vote of the members present at any regular or special meeting of the Exchange, provided that any such amendment shall have been submitted to the Board of Governors in writing and that each member of the Exchange shall have been given written notice of the proposed amendment at least fifteen (15) work days prior to the date of the meeting of the membership at which the said amendment shall be read and voted upon.

Article XIV - Dissolution

Section 1. In case of the dissolution of this association, no monies or property shall accrue to any individual member or members, but shall be distributed, as determined by the Board of Governors, to a recognized charity or charities and/or to a recognized not-for-profit organization which performs a similar service to contractors and the Industry.