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Idaho Concrete & Aggregate Producers Association

BY-LAWS

Of IDAHO CONCRETE AND AGGREGATE PRODUCERS ASSOCIATION, INC

AMENDED JANUARY 2015

ARTICLE I.

SECTION 1. NAME. The name of the corporation shall be Idaho Concrete and Aggregate Producers Association, Inc.

SECTION 2. PURPOSES. The purposes of the corporation as stated in its Articles of Incorporation are as follows:

(a) To form a business league to unite in a common organization for the interchange of ideas and information relative to the production, marketing and use of ready mixed concrete, aggregates, and concrete products, persons, firms, and corporations engaged in the production and marketing of ready mixed concrete, aggregates and concrete products.

(b) To advise, counsel, aid and assist the consumer of concrete products in the wise and advantageous use of concrete and concrete products.

(c) To provide an instrumentality through which the members of the aggregate, ready mixed concrete products industry in the State of Idaho may coordinate their efforts and unite in solving common problems.

(d) To improve business conditions in the concrete industry and to establish and maintain the highest standards of business practices, product quality, customs and usages among the concrete industry.

(e) To perform any lawful act necessary for the promotion, marketing and consumption of concrete products and any other lawful act necessary or advisable in the furtherance of the purposes of the corporation, provided, however, the corporation shall exercise only such powers as are in the furtherance of and in compliance with the exempt purposes of organization as set forth in Section 501 (c) and all other applicable provisions of the United States Internal Revenue Code and the regulations thereunder as the same now exist or as they may hereafter be amended from time to time.

(f) To establish membership dues and make assessments and charges to members for the promotion, marketing, and consumption of concrete products, which dues, assessments and charges shall be disbursed by the corporation only in payment for expenses incurred for the purpose described herein.

(g) This corporation is not organized for profit, it being intended that it shall operate on a non-profit basis. The corporation shall take no action which would serve to facilitate the transaction of specific business by its members or promote the private interest of any member, or engage in any activities which would constitute a regular business of a kind ordinarily carried on for profit. No part of the net earnings of the corporation shall inure to the benefit of any member or individual. In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the corporation from any source, after payment of all debts, and obligations of the corporation is hereby dedicated for tax-exempt purposes and shall be distributed to the March of Dimes or other tax-exempt charities. In the event the March of Dimes is no longer in existence or loses its charitable exemption, the proceeds shall be distributed to such other tax-exempt charities as the Board of Directors may designate.

(h) The corporation shall have all of the common law and statutory powers now or hereafter granted by the State of Idaho to a corporation which are not in conflict with its Amended Articles of Incorporation, including all powers reasonably necessary to implement its purpose of promoting the marketing and consumption of concrete products, including, but not limited to:

(1) To make and collect assessments against the members of the corporation to defray expenses.

(2) To use the proceeds of the assessments to the exercise of its powers and duties.

(3) To make and amend regulations respecting the operation of the corporation.

(4) To do everything necessary, proper, and advisable or convenient for the accomplishment of any of the purposes or attainment of any of the objects of the furtherance of any of the powers herein set forth, either alone or associated with others, and incidental or pertinent to or connected with its powers provided the same be not inconsistent with the State of Idaho.

SECTION 3. CONDUCT OF AFFAIRS. All actions in the conduct of the corporation's business by its officers, directors, and employees shall be subject to the ultimate control of the membership of the corporation. The membership thus delegates to the Board of Directors the responsibility of achieving the purposes hereinbefore set forth. The membership shall have the right and authority to pass upon the annual budget and further to set out the scope of operations within which the corporation shall function.

ARTICLE II.

OFFICES

The corporation shall have and continuously maintain in this State a registered office and registered agent whose office is identical with such registered office, and may have such other offices within or without the State of Idaho as the Board of Directors may from time to time determine.

ARTICLE III.

MEMBERSHIP

SECTION 1. ELIGIBILITY. Any person (sometimes referred to as an "individual member") or any partnership, corporation or other legal entity authorized to do business in the state or states in which it does business (sometimes referred to as a "Company member") who is regularly engaged in the production and marketing of aggregates, ready mixed concrete and concrete products shall be eligible for an active membership in this corporation by payment of dues, assessments and charges established from time to time by the Board of Directors. Any person (sometimes referred to as an "individual member") or any partnership, corporation or other legal entity authorized to do business in the state(s) in which it does business (sometimes referred to as a "Company member") who is dealing in materials, equipment, or services incidental to the production of aggregates, ready mixed concrete and concrete products, or members of technical or professional societies or organizations interested in the concrete and aggregate industry, or others engaged in the design or placement of concrete or aggregate products, shall be eligible for an associate membership in this corporation by payment of dues, assessments and charges established from time to time by the Board of Directors. The Board of Directors is the sole judge of the qualifications and proper classification of a member or associate or prospective member or associate.

SECTION 2. PROPERTY AND VOTING RIGHTS. The interest of each member of this corporation shall be equal, whether membership is held by an individual or by a company and whether eligibility is established for active or associate membership, and the voting power of the members shall also be equal. Each active membership and each associate membership shall have one vote and only members having a current, valid membership shall vote on corporate business. Each company member shall designate one (1) individual to cast the vote for the company member, and no company member shall have more than one (1) vote, on any matter on which members are entitled or required to vote.

SECTION 3. SUSPENSION OF MEMBERSHIP. There can be no expulsion of a member or cancellation of the voting rights of a member as long as he has the qualification set forth in Section 1 hereof. Membership shall automatically terminate whenever the member's eligibility shall cease.

SECTION 4. REGISTRATION AND TERMINATION. The corporation may issue membership certificates to each member. The termination of such membership, either by cessation of eligibility or by resignation, shall be recorded in the membership records of the corporation upon notice of the fact of cessation of eligibility or resignation. Termination of membership shall not relieve the member terminated from the obligation to the corporation for unpaid dues, assessments and charges.

SECTION 5. CHANGE OF NAME OR STATUS. If any active or associate member changes its business title, or firm name, it shall immediately notify the Association of the change and, if satisfactory assurance is given to the Board of Directors that a change in the classification of the member is not indicated, the name shall be changed on the records of the Association without affecting the standing of the member.

(a) If any member changes its operation to the extent that its classification eligibility is affected, it shall immediately notify the President of the same and the Board of Directors may change the classification of that member.

(b) Except as proved in these Bylaws, no membership or affiliation in the Association shall be transferable.

ARTICLE IV.

ASSESSMENTS AND CHARGES

SECTION 1. DUES, ASSESSMENTS AND CHARGES. The Board of Directors shall establish, levy and assess and collect the dues, assessments and charges referred to in Article VI of the Amended Articles of Incorporation, and by acceptance of membership in Idaho Concrete & Aggregate Producers Association, Inc., each member covenants and agrees to pay to the corporation all dues, assessments and charges.

SECTION 2. PURPOSES OF ASSESSMENTS AND CHARGES. The dues assessments and charges levied by the corporation shall be for the objects and purposes set forth in Article VI of the Amended Articles of Incorporation, and Article I, Section 2 of these By-Laws.

SECTION 3. COLLECTION OF ASSESSMENTS AND CHARGES. The Board of Directors shall prescribe the method and manner of collection of dues, assessments and charges.

ARTICLE V.

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by its Board of Directors. The Directors need not be active members of the corporation.

SECTION 2. NUMBER, TERM ELECTION AND QUALIFICATIONS. The Board of Directors of the corporation shall consist of at least five (5) individuals and the officers. Officers and other Board members, other than the immediate past President, shall be elected at the annual meeting, unless otherwise directed by the Board of Directors, by a majority vote of the members present or voting by proxy. No less than one (1) nor more than three (3) of the Directors shall be elected from among the associate members. The immediate past President shall serve automatically for a term of one (1) year following expiration of his/her term as President. Two of the other Directors shall be elected annually for a term of two (2) years. No director may succeed himself, except the immediate past President who is completing his one year term in that capacity, unless there is no member from that chapter willing to serve. There may be only one director per company membership.

SECTION 3. SPECIAL MEETING. Special meetings of the Board of Directors may be called by or at the request of the President or any three Directors. The person or persons authorized to call special meetings of the Board may fix any place within or without the State of Idaho, as the place for holding any special meeting of the Board called by them.

SECTION 4. NOTICE. Notice of any special meeting of the Board of Directors will be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or electronic media to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by electronic media, the notice of a meeting shall be deemed to be delivered when the notice is tagged sent by the software. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

SECTION 5. QUORUM. A majority of the board of Directors shall constitute a quorum of the transaction of business at any meeting of the Board; unless if less than a majority of the Directors are present at such meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

SECTION 6. MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

SECTION 7. VACANCIES. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the expired term of his predecessor in office.

SECTION 8. COMPENSATION. No Director or member shall receive compensation from the corporation by virtue of the status of being a Director or member, but nothing contained herein shall be construed to preclude any Director or member from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE VI.

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may create such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices, except President and Secretary, may be combined.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be members and shall be elected by a majority vote of the members in attendance at the annual meeting and thereafter at the annual meeting. Newly created offices, established by the Board of Directors, shall be filled by an election at the next regular meeting of the Board of Directors and thereafter at the annual meeting by a majority vote of the members in attendance or voting by proxy. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed for good cause shown by a vote of the majority of the general members at any regular meeting of the corporation, provided, however, that notice of such action be given the membership in the written or printed notice of such regular meeting. Any person appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby. Such removals shall be without prejudice to the contract right, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by an election by the Board of Directors at the next regular meeting of the Board for the unexpired portion of the term of such former officer.

SECTION 5. PRESIDENT. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the Board of Directors. He may sign, with the Secretary or other proper officers of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by Statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors.

SECTION 6. VICE-PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 7. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties to such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IX, of these By-Laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

SECTION 8. SECRETARY. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are fully given in accordance with the provisions of these By-Laws; be custodian of the Corporate Records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. By action of the Board of Directors some of the duties of Secretary may be delegated from time to time to the Executive Secretary, whose position is filled by the Board of Directors and is not an officer of the corporation.

ARTICLE VII.

COMMITTEES

SECTION 1. NOMINATIONS COMMITTEE. There shall be a nominations committee consisting of not fewer than two (2) members appointed by the President. The nominations committee shall report to the annual meeting of the corporation in writing its nominations for the respective officers and Directors to be elected. Notice of said nominations shall be mailed to the general membership at least ten (10) days prior to the election. Nominations to the offices and Board of Directors may also be made by the Petition of five (5) members of the corporation, said nominations to be filed with the Secretary of the corporation prior to, or at the election. Additional nominations may be made from the floor at the election meeting. The elections shall be held at the annual meeting of the corporation, unless otherwise determined by the Board of Directors. Elections shall be conducted by means of a voice vote or show of hands unless there is more than one nominee for any office to be filled or there are more nominees than seats to be filled on the Board of directors, in which case the election shall be by ballot, which shall be conducted in secret if requested by any nominee. The nominee for each office who receives the highest number of votes shall be declared elected. The nominees, corresponding in number with the number of Directors to be elected, who receive the highest number of votes, shall be declared elected. The nominations committee shall have supervision of the election until the results are ascertained.

SECTION 2. OTHER COMMITTEES. Other committees, not having and exercising the authority of the Board of Directors in the management of the corporation, may be designated by the resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, member of each committee shall be general or associate members of the corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person authorized to appoint such members whenever in their judgment the best interests of the corporation shall be served by such removal.

SECTION 3. TERM OF OFFICE. The President shall appoint the members of all committees except as otherwise herein provided. Each member of a committee shall continue as such until the next annual meeting of the membership of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 4. CHAIRMAN. One member of each committee shall be appointed chairman by the President of the corporation; upon the failure of the President to so appoint a chairman, such chairmanship shall be determined by a majority vote of the members of that committee.

SECTION 5. VACANCIES. Vacancies in the membership of any committee shall be filled by appointment made in the same manner as provided in the case of the original appointments.

SECTION 6. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the members of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 7. RULES. Each committee may adopt rules of its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

SECTION 8. LIMITATIONS ON COMMITTEE ACTIONS. No committee or individual shall represent the corporation in support of or in opposition to any project or thing without the specific authorization of the Board of Directors. Neither shall any committee or individual incur any financial obligation for or on behalf of the corporation beyond the scope of authority of such committee or individual as duly authorized by the annual budget without authorization from the Board of Directors.

ARTICLE VIII.

MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING. The Board of Directors may provide by resolution, the time and place of its annual meeting of members, within or without the State of Idaho, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

SECTION 2. SPECIAL MEETING. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.

SECTION 3. PLACE OF MEETING. The Board of Directors may designate a place within, or without the State of Idaho, as the place of meeting for an annual meeting or for any special meeting called by the Board of Directors. Consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meetings any corporation action may be taken.

SECTION 4. NOTICE OF MEETINGS. Written, printed, or electronic media notice stating the place, day, and hour of any meeting of members shall be delivered either personally, by mail, or by electronic media to each member entitled to vote at such meeting, by or at the direction of the President, or the Secretary or the officers or persons calling the meeting. In case of a special meeting or when required by Statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United State Mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. If notice is given by electronic media, the notice of a meeting shall be deemed delivered when the notice is tagged sent by the software.

SECTION 5. INFORMAL ACTION BY MEMBERS. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM. The members holding fifty percent (50%) of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

SECTION 7. PROXIES. At any meeting of members, a member entitled to vote, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact, designating another member to cast the vote on his/its behalf, which writing shall be delivered to the Secretary prior to casting of the vote by proxy. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

ARTICLE IX.

CONTRACTS, CHECKS, DEPOSITS & FUNDS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by two (2) officers of the corporation. The Board of Directors may by resolution authorize an agent or agents of the corporation to sign checks or other orders for the payment of money on the name of the corporation for a purpose and to an amount specifically stated in such resolution.

SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

SECTION 4. GIFTS. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purposes within the Charter of the corporation.

ARTICLE X.

CERTIFICATES OF MEMBERSHIP

SECTION 1. CERTIFICATES OF MEMBERSHIP. The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board of Directors.

ARTICLE XI.

BOOKS AND RECORDS

The Corporation shall keep correct and complete records and books of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office of the corporation a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, his agent or attorney for any proper purpose at any reasonable time.

ARTICLE XII.

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.

ARTICLE XIII.

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the Non-Profit Corporation Associations' Act of Idaho, or under the provisions of the Amended Articles of Incorporation of the By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed to be equivalent to giving of such notice.

ARTICLE XIV.

CHAPTERS

SECTION 1. CHAPTERS. The membership of the Association may be organized into Chapters. The Board may authorize and charter a Chapter upon application and petition of three or more active members. The Board of Directors shall have authority to make rules and regulations for chartering, combining or dissolving chapters.

ARTICLE XV.

AMENDMENTS TO THE BY-LAWS

Amendments to the By-Laws shall be presented in writing to the Officers of the Corporation. The By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any regular meeting or special meeting of the general members of the corporation, called for that purpose, by the affirmation vote of two-thirds (2/3) of the members present at such meeting; provided, that a quorum as specified in these By-Laws be present. At least five (5) days written notice shall be given the membership of the intention to alter, amend or repeal or to adopt new By-Laws at such meeting. Such notice to the membership shall include a specific reference by Article and Section to those Articles and Sections of the By-Laws in which the proposed alteration, amendment, repeal or adoption of a new By-Law shall be considered at said meeting.