Massachusetts Building Congress By-laws
Article I. Name
The name of this organization shall be the Massachusetts Building Congress, Inc., a non-profit membership organization, hereinafter referred to as the Congress.
Article II. Location
The Congress shall maintain a registered office and a principal office in or near Boston, Massachusetts, unless changed by the Board of Directors.
Article III. Object
The purpose and objectives and powers of the Congress are:
a. To unite individuals, firms, corporations and associations engaged in or otherwise related to the design and construction industry.
b. As a joint assembly to represent and speak for the interests of the industry and membership as a whole in contacts with government, other organizations and the public.
c. To provide an open forum for the consideration and harmonizing of viewpoints and for the solution of common problems through cooperative effort.
d. To analyze and inform the membership of conditions affecting or which may affect the industry.
e. To conduct educational and research activities.
f. To gather and disseminate to the industry, government, and the public, information relevant to the industry.
g. To foster programs and services which will enhance the efficient and economic performance of the industry.
h. To encourage fair play and justice for and within the industry through formulation of codes of ethics.
i. To support and encourage soundness in financing and in construction so as to insure permanency of investment.
j. To carry on any other activity which may be lawfully carried on by a non-profit corporation organized under Massachusetts law and as permitted under Section 501(c) of the Internal Revenue Code of the United States.
Article IV. Membership
A. Classes of Members
The membership of the Congress shall consist of the following classes:
2. Corporation, Company or Partnership
B. Qualification for Membership
1. Any individual of good reputation engaged in or interested in or connected with the design and construction industry, or otherwise interested in the aims of the Congress, shall be eligible to Individual membership.
2. Any corporation, company or partnership of good reputation engaged in or interested in or connected with the design and construction industry, or otherwise interested in the aims of the Congress, shall be eligible to membership.
3. Any association of good reputation engaged in or interested in or connected with the design and construction industry, or otherwise interested in the aims of the Congress, shall be eligible to Association membership.
C. Termination of Membership
The membership of any member in any class may be terminated by a two-thirds vote of the Executive Committee on recommendation of the Membership Committee when such member has ceased to be eligible or has failed to pay dues as defined by the By-Laws or if found to have acted in manner at variance with the objectives of the Congress or in any way detrimental to the welfare of the Congress or the design and construction industry; provided that in such latter event and before action is taken by the Executive Committee such member shall be given the opportunity to appear in person, or by duly appointed and authorized representative, before the Executive Committee in defense of the actions under consideration. Upon resignation or the termination of membership all right or interest of a member in the property and privileges accorded by membership shall cease.
Article V. Dues
A. The annual dues of any individual, company, corporation, partnership, or labor representative shall be billed annually from January 1st through December 31st.
B. Any member in good standing who retires may maintain membership in the Congress by writing to the Congress stating this retirement. The dues shall be half the dues paid by an individual member.
C. Dues for the current year shall become due and payable by January 30th. New members who join after February 1st shall be pro-rated on a monthly basis.
Article VI. Fiscal Year
The fiscal year of the Massachusetts Building Congress, Inc. shall be from January 1st to December 31st of each succeeding year.
Article VII. Officers
1. The Officers of the Congress shall consist of a President, four Vice Presidents, one of whom shall be designated President Elect, a Secretary and a Treasurer, who shall be elected at the March Meeting and take office at the Annual Dinner, to hold office for one year.
2. A majority of all votes, whether viva-voce or by ballot, shall be necessary to elect.
3. It shall be the duty of the President to preside at all meetings of the Congress, the Board of Directors and the Advisory Council. He/she shall be ex-officio, a member of all standing committees. He/she shall appoint chairpeople for all standing committees.
4. The President shall, automatically, remain a member of the Executive Committee for the term of one year next succeeding his retirement from office. The second year following his term, shall serve as Director for three consecutive years.
5. In the absence of, or in the event of, the inability of the President to perform his duties, it shall be the duty of one of the Vice Presidents, as designated by the President, or by the Secretary if the President makes no designation, to perform the duties of the President.
6. It shall be the duty of the Secretary to perform or direct the usual duties of his/her office, such as the keeping of minutes of the meetings of the Congress and the Executive Committee.
7. It shall be the duty of the Treasurer to sign or co-sign Congress disbursements, review all trial balances as prepared by the Congress staff, and to attend Finance Committee meetings. All disbursements of the Treasurer shall have the approval of the Finance Committee.
B. Executive Committee
1. There shall be an Executive Committee of nine consisting of the seven officers of the Congress, the Chairman of the Finance Committee and the immediate Past President.
2. The Executive Committee shall have authority over all matters of administration and operation, including budgets and expenditures, and shall act upon such matters as may be referred to it by the Advisory Council and Board of Directors.
C. Board of Directors
1. There shall be a Board of Directors, consisting of not less than six nor more than nine members, two-thirds of whom shall have served as officers of the Congress and one-third of whom shall be elected each year for a three year term. A majority of all votes, whether viva-voce or by ballot, shall be necessary for election.
2. The Board of Directors shall have authority over all matters of policy and direction and shall counsel the Executive Committee therein from time to time as they may determine.
3. The Board of Directors shall elect one Board member to serve as chairman, immediately following their election. The duties of the Chairman of the Board will be to preside at Board Meeting and to work with the Executive Director of the Congress, in the event that the President does not carry out his duties.
4. The Board of Directors shall have the power to fill and shall fill all vacancies among the officers of the Congress by the vote of two-thirds of the Board of Directors until the next annual meeting can be held, and shall make and enforce such rules and regulations for the conduct of its work and of the work of the various departments of the organization which may seem proper and which do not contravene nor infringe upon any of the provisions of the By-Laws of the Congress.
5. The Board of Directors shall have the power to choose a recipient of the Congress Outstanding Achievement Award. Criteria is as follows: perceived integrity by peers and others in construction industry, measurable accomplishment above and beyond recognized norms, demonstrated spirit of entreprenuership, and recognizable societal contribution. This award will only be given when appropriate and will require unanimous consent of the Board of Directors. (amendment passed October 14, 1997)
D. Advisory Council
1. There shall be an Advisory Council consisting of the chairpeople of standing committees to be appointed by the President. The members of the Advisory Council appointed by the President shall be named immediately after the election of the President.
2. It shall be the duty of the Advisory Council to exercise general supervision over the affairs of the Congress and to give direction to the work of the Committees.
3. The Advisory Council shall hold regular meetings at a time, place, and in a manner to be determined by itself; special meetings may be called by the President or on written request of any four members, at least four days notice of such special meeting having been given in writing to each member.
Article VIII. Meetings
A. Annual Dinner and other Meetings
1. The Annual Dinner shall be held each year in April or May, at which time the installation of officers and directors shall take place.
2. The election of officers shall take place at the March or April meeting.
3. Seven regular meetings of the Congress shall ordinarily be held monthly, and notice thereof mailed to each member not less than 10 days before each such meeting, but preferably 14 days prior to such meetings.
4. Special meetings may be called by the President or the Executive Committee or, upon written request of fifteen (15) members for a special meeting. It shall be the duty of the Secretary to call such meeting within twenty (20) days of the presentation of the request by notice mailed to each member not less than ten (10) days before such meeting.
1. Seventy-five (75) members of the Congress entitled to vote shall constitute a quorum for the transaction of business at any meeting.
1. Individual members shall have one vote.
2. Corporation, Company or Partnership members shall have one vote.
3. Associations shall have one vote.
Article IX. Committees
A. Committee Organization and Activities
1. Committee Chairmen shall be appointed by the President with the approval of the Executive Committee.
2. Except as specifically authorized by the Executive Committee the Congress shall not be obligated for any debt or contract by any Committee, Chairman or Member. Nor shall any Committee, Chairman or member make public any statement or report relating to the work of the Congress, or intending to reflect the opinion of the Congress, without the approval of the Executive Committee.
3. The terms of the Committee members as appointed by the Chairman with the approval of the President shall expire when their successors are appointed.
4. Each Committee through its Chairman shall report regularly at the meetings of the Advisory Council5. The Chairman of the Standing Committees shall be members of the Advisory Council
B. Standing Committees
The Membership Committee shall make recommendations as to the election of such new candidates for membership, and shall act, on Termination of Membership, in appropriate cases.
The Finance Committee shall prepare each year for the approval of the Executive Committee, a financial budget for the work of the Congress, devise ways and means of raising funds and supervise the care of, investment and expenditure of such funds in accordance with the budget of the Congress, as adopted.
There shall be a Nominating Committee of five (5) in number consisting of the three immediate past presidents and two additional members, one the person elected Chairman of the Board and one appointed by the President immediately after the annual election to serve for the ensuing year. It shall be the duty of the Nominating Committee to mail to each member at least thirty (30) days prior to the meeting at which the new officers are elected, a ticket bearing one name of each office to be filled. The offices are as follows: President, President-elect, four (4) Vice Presidents one of whom is designated as President-Elect, Treasurer, Secretary and two (2) Board Directors. Upon written petition to twenty (20) members of the Congress, the Nominating Committee shall make public at least ten (10) days before this meeting, such additional name or names of individuals nominated for officers and directors of the Congress. (amendment passed October 14, 1997)
There shall be a Program Committee which shall be responsible for providing no less than seven regular monthly meeting programs throughout the year. The Program Committee shall consist of a Chairman, the President-elect, three Vice Presidents and any others whom the President may wish to appoint.
There shall be an Outing Committee which shall be responsible for the promotion and financial success of the Annual Outing.
6. Special Committees
The President or the Advisory Council from time to time may appoint Special Committees whose functions, scope and tenure shall be subject to the determination the Council.
7. Scholarship Committee
There shall be a Scholarship Committee of seven (7) in number consisting of three past Presidents chosen by the President, the current Chairman of the Finance Committee, the current Chairman of the Board of Directors, the current President, and an ex-officio non-voting member of Symmes, Maini McKee Associates (chosen by SMMA), to serve for one year. It shall be the duty of the Scholarship Committee to create and distribute information about the Scholarship, review the applications, interview the finalists, and choose a recipient(s). the Scholarship Committee shall also determine the amount of the scholarships and advise as to the investment of the fund. (amendment passed October 14, 1997)
Article X. Amendments
1. The By-Laws may be amended by a two-thirds (2/3) vote at a combined meeting of the Board of Directors, Executive Committee and Advisory Council provided the proposed amendment be first submitted to the members in writing at least thirty (30) days previous to such action, and provided further that within this period objection to such amendment has not been made in writing by fifteen (15) or more members.
2. If objection to such amendment is made by fifteen (15) or more members the proposed amendment may be submitted to a vote of the membership by letter ballot.
3. If such membership letter ballot is taken the vote of a majority of the voting members in good standing shall be required and in the event of the affirmative vote of at least two-thirds (2/3) of the total votes cast, the amendment shall be deemed to have been adopted.