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By-Laws
Article I – Identification & Definitions • Article II – Purposes & Objectives • Article III – Governance • Article IV – Membership & Dues Article V – Membership Meetings • Article VI – Board of Directors • Article VII – Committees • Article VIII – Miscellaneous Provisions Article IX – Amendments
As revised in draft form by the GCA Board of Directors, June 2008, and put forward to the general membership for ratification.
ARTICLE I - IDENTIFICATION AND DEFINITIONS Section 1 – Identification The Guam Contractors Association is incorporated in the U.S. Territory of Guam as a nonprofit organization that functions as a regional association of construction contractors, design-builders, construction program managers, maintenance contractors, suppliers of products and services to the engineering-construction industry and others with involvement in the industry.
Section 2 – Affiliations The GCA Trades Academy is incorporated in the U.S. Territory of Guam as a separate and distinct non-profit organization that was established under the sponsorship of the Guam Contractors Association with continuing support. The Trades Academy provides certified training for construction and related trades.
The Associated Builders and Contractors Inc (ABC) is a national association representing nearly 25,000 merit shop construction and construction-related firms in 78 chapters across the United States. The Guam Contractors Association is an affiliate chapter and GCA members are automatically ABC members.
The National Center for Construction Education and Research (NCCER) through its Contren Learning series provides training guides and certification for construction trades persons. The Guam Contractors Association and the Trades Academy cooperate with NCCER to achieve the highest level training program available.
Section 3 – Definitions A. The name of the association shall be GUAM CONTRACTORS ASSOCIATION. B. The acronym “GCA” when used in these Bylaws shall mean Guam Contractors Association. C. The words “National ABC” or “National Association” when used in these Bylaws shall mean the Associated Builders & Contractors, Inc. D. The term “Board” in these Bylaws shall mean the Guam Contractors Association Board of Directors. E. The word “Firm” shall mean any individual, corporation, company, limited liability, limited or general partnership, joint venture, association or other entity. F. The word “Member” shall be deemed to include all classes of members described in these Bylaws, unless otherwise indicated herein. G. Reference in these Bylaws to male gender shall also be representative of female gender. H. Whenever a “two-thirds vote of the Board” is required, it shall mean two-thirds of the Board present and voting at a duly organized meeting, and in no case less than one-half of the total Board. I. The words “Voting Member” shall be deemed to include the classes of Members that are entitled to cast one vote and are members in good standing.
ARTICLE II - PURPOSES AND OBJECTIVES Section 1 – Primary Objective To represent the contracting industry in any and all matters of common interest, and to promote the integrity and prestige of the contracting industry in Guam and the region by: A. Fostering improved trade skills in the local workforce. B. Improving industrial safety in the workplace through training and interaction with regulatory agencies. C. Gathering and disseminating information of common interest to the membership. D. Serving as the primary conduit for information flow for the engineering-construction industry throughout U.S. Territories and the Freely Associated States in the Western Pacific. E. Analyzing pending legislation affecting the contracting industry and lobbying for changes that would better the position of the membership. F. Interacting with government and military contracting agencies in improving contract relationships. G. Promoting the highest standard of business ethics within the membership by providing a forum for professional interaction between members. H. Maintaining a close and cooperative relationship between the GCA, Guam Chamber of Commerce, GHRA, Employers Council, GSPE, AIA, SAME, and other such business and trade organizations.
Section 2 – Other Objectives and Purposes: In addition to the primary objectives, GCA shall pursue and promote the following activities: A. Promote confidence and goodwill within the building, maintenance and construction industries and between these industries and the general public. B. Organize builders, contractors, subcontractors, suppliers, industry professionals and related groups in order to encourage the free interchange of views and techniques and to facilitate the accomplishment of the primary objective of the GCA. C. Organize and promote apprenticeship training and other training programs and to make these programs available to as many as possible. D. Promote insurance, healthcare, pension and other affinity programs for the benefit of the general welfare of the employees and employers. E. Promote GCA “Code of Ethics” within the Guam construction industry. F. Utilize all resources available (meetings, seminars, conferences, publications, technology and other media of all kinds) in order to maintain a well-informed industry and general public. G. Promote such other activities or services as may benefit the membership, further the objectives of GCA, and promote the principles of the Merit Shop.
Section 3 – Principles of the Merit Shop Approach The Guam Contractors Association, as a Chapter of the Associated Builders and Contractors, is the voice of the Merit Shop philosophy for the Construction Industry in Guam. We assume the responsibility of promoting the following concepts: A. We believe that the Merit Shop philosophy is a movement for the improvement of the individual, the industry, and for Guam. B. We believe in the system of Free Enterprise and Open Competition. C. We believe that employees and employers should have the right to determine wages and working conditions, through either individual or collective bargaining, as they choose, within the boundaries of the law. D. We believe that the employer must have concern for the general welfare of the employee and that there must be fair compensation for work performed. By the same token, we believe that the employee has an obligation for satisfactory performance of assigned work. E. We support sound legislation in the areas of workers’ compensation, safety and unemployment compensation. We believe legislation that embraces fair play for both employer and employee is essential to the preservation of our Free Enterprise system. The law should protect the right of employees to work regardless of race, color, creed, age, sex, national origin, membership or non-membership in a labor organization or other protected class. F. We oppose violence, coercion, intimidation, and the denial of the rights of both employees and management. G. We believe that economy is incumbent upon all branches of government and that government should award contracts to the lowest responsible bidder. We oppose any unjust pressure to violate these principles. H. We believe that work opportunities in Guam should be made available to all of our people, regardless of race, color, creed, age, sex, national origin, membership or non-membership in a labor organization or other protected class, and we support programs towards this end. I. We believe that monopolies or any kind of price or wage fixing in either the public or private sector are detrimental to our system of Free Enterprise. J. We believe that the destiny of all Americans can best be served by cooperation and following the tenets of Free Enterprise and democratic government. We believe business leaders can best preserve these tenets by becoming active in politics and civic affairs.
ARTICLE III - GOVERNANCE Final authority over all matters pertaining to the association resides with its Board of Directors. The Board is generally represented by its executive officers. The day-to-day affairs of the association are managed by its President and staff.
Section 1 – GCA EXECUTIVE OFFICERS A. Chairman. The Chairman shall be the chief executive officer of the Board. He/she shall preside over all meetings of the Board of Directors. He/she or his/her designee shall preside over all meetings of the general membership. He/she shall have the general powers and duties of supervision and management usually vested in the office of the Chairman of a not for profit corporation. He/she shall exercise leadership over the other officers, the Chapter President and Committee Chairs. B. Vice Chairman and Chairman-Elect. The Vice Chairman shall automatically assume the position of Chairman in the next Board term and during any temporary absence or permanent vacancy in the position of Chairman. The Vice Chairman shall provide leadership over membership matters, including the vetting of new members, and any censure action required against member companies and individuals. He/she shall have oversight over the Chapter President in inviting guest speakers and arranging the program for monthly meetings of the general membership. C. Secretary-Treasurer and Vice Chairman-Elect. The Secretary-Treasurer shall automatically assume the position of Vice Chairman in the next Board term and during any temporary absence or permanent vacancy in the position of Vice Chairman. He/she shall have general oversight responsibility in relation to financial transactions and financial reporting of the Association. 1. He/she shall, through collaboration with the GCA President, prepare a new fiscal year budget to be presented at the May Board of Directors meeting. He/she shall review the financial statements in advance of each monthly meeting and sign acceptance with the Association President.
2. He/she shall resolve any matters of concern through investigation and discussion at an official meeting of the Board. He/she shall take notes at Board meetings and ensure that Minutes prepared by the GCA President accurately reflect the will of the Board. He/she shall jointly sign checks with the GCA President for corporate expenditures. The Secretary-Treasurer shall at least once during his/her tenure review the By-laws of the association to determine whether updating is needed and propose necessary amendments to the Board. During any time the Secretary-Treasurer is not available for his/her duties, the Chairman or Vice Chairman will perform in his/her place. D. Past Chairman. The immediate Past Chairman shall serve in an ex-officio capacity on the Executive Committee for a period of one-year following his/her fulfilling the role of Chairman. He/she shall advise the Chairman-Elect and other officers in all matters requiring continuity or transition. He/she shall have equal status with other Directors on the Board of Directors. E. Vacancies. In the event of a vacancy in the position of any officer of the association, the Board of Directors shall elect new officers to fill those vacancies provided that If the vacancy is in the office of Chairman, then the Vice Chairman will accede the position of Chairman, The Secretary-Treasurer shall accede the position of Vice Chairman and a new Secretary-Treasurer will be elected from among the Directors. F. Executive Committee. The Executive Committee shall consist of the Chairman, Vice Chairman and Secretary-Treasurer as voting members and the Past Chairman and Association President as non-voting members. This committee shall decide salary and benefit provisions for employees of the association. It shall serve as the nominating committee for any replacement of the Association President. It shall make final determinations as to those names to be included on the ballot for election of Directors.
Section 2 – GCA PRESIDENT AND ASSOCIATION STAFF A. President. The President shall be responsible for managing the day-to-day affairs of the association. He/she shall report directly to the Chairman, while implementing policies and procedures decided by the Board of Directors, of which he/she shall be an ex-officio member. The President must secure the approval of the Board before committing the association to any agreement, affiliation, contract, lease, purchase or any other arrangement that may place a financial or legal liability on the association or its Board. The President shall be responsible for receiving dues and other receivables and depositing in the name of the Corporation with a bank or banks approved by the Board. He/she shall make disbursements by check as authorized by the Board. He/she shall lend support to various committee actions. He/she shall supervise activities of the association’s office staff. He/she shall be responsible for communicating with the general membership and the timely issuance of publications approved by the Board. He/she shall maintain ongoing relations with affiliated associations, such as the Associated Builders & Contractors, the Guam Chamber of Commerce, local architectural and engineering associations, the military and others. The President is appointed by the Board as a salaried employee of the association. B. Association Staff. All personnel employed by the association shall report to the President who shall be responsible for their performance as employees of the association. The number of personnel and responsibility assigned to each individual shall be recommended by the President and approved by the Board of Directors. The President shall hire all association staff provided that each position and remuneration is approved by the Board. C. Communication. The President and staff shall be responsible for the issuance of publications and other communication to members and others as approved by the Directors from time to time. The following items are an on-going responsibility. 1. Email Communication. Issued daily or as information becomes available. Includes timely information regarding project opportunities, press releases from government officials of interest within the engineering-construction industry and similar communication. 2. Construction News Bulletin. Issued monthly. Includes GCA President’s Report, various committee reports, information on construction industry business opportunities, and news from other islands and other items of interest to the membership. It is supported by advertising. 3. Membership Directory and Construction Users Guide. Issued annually within four months following election of new Board members. Includes message from the President; listing of Officers, Directors and association staff; description of committees with listing of chairpersons; copy of the current By-laws in fine print; Directory of General Contractor Members, Directory of Specialty Contractor Members and Directory of Associate and Allied Members; Directory of Government Agencies that contract for Construction services; Directory of regulatory agencies involved with the construction industry. It is supported by advertising. 4. Policy and Procedure Manual. The GCA President shall maintain a policy and procedure manual similar to the National Policy Manual of the ABC. He or she shall review the manual annually and update as necessary. This document with approval of the Board of Directors shall outline standard procedures used by the association in carrying out its business. 5. GCA Web Site. Updated monthly. Includes information concerning the GCA organizational structure, membership roster and other information to businesses in the engineering-construction industry. Includes a member’s only section. It is supported by advertising and has links to and from the Associated Builders and Contractors web site.
ARTICLE IV - MEMBERSHIP AND DUES Section 1 – Classes of Membership There shall be four classes of membership in the association: General Contractor members, Specialty Contractor Members, Associate Members and Allied Members. A. General Contractor Member. Those Guam based member firms that possess a valid Class A and or Class B license with the Guam Contractors License Board and who are actually engaged in general contracting activity. General Contractor Members are expected to provide leadership within the association. Off-island based general contractors, design-build contractors, construction program managers and others in the engineering-construction industry that possess a valid contractor’s license in another jurisdiction recognized by the U.S. federal government are considered General Contractor Members for purposes of this Article.
B. Specialty Contractor Members. Those member firms or individuals that posses a valid Class C License with the Guam Contractors License Board for any specialized field of contracting and who are actually engaged in such activity. Specialty Contractor Members, who are sometimes referred to as subcontractors, enjoy the same rights and privileges of membership as General Contractor Members. Off-island based specialty contractors or subcontractors that possess a valid contractor’s license in another jurisdiction recognized by the U.S. federal government are considered Specialty Contractor Members for purposes of this Article. C. Associate Members. Those member firms or individuals who are actively engaged as design professionals, suppliers of goods or services to the building and construction industry. Associate Members may be appointed to serve on any committee, may attend meetings of members and have the privilege of the floor and enjoy such rights and privileges as may be provided by these Bylaws or as determined from time to time by the Board of Directors. An Associate Member shall have the right to vote but shall not have the right to hold office except as otherwise provided in these Bylaws. D. Allied Members. Those member organizations or governmental agencies that are not-for-profit organizations, including business and trade associations and charitable organizations. Allied Members will also include Local and Federal Government and Military agencies. Allied members are non-voting members.
Section 2 – Application for Membership Every applicant for membership shall file an application with the President of the GCA on the form approved by the GCA Board of Directors. Each application shall be accompanied by the initiation fee. The applications must be accompanied by copies of all requested documents and check for three months dues paid in advance. The application will then be put to vote by the Directors. A concurring vote of two-thirds (2/3) of the members of the Board of Directors shall be necessary for election of an applicant for membership. For applicants whose membership application is declined, the initiation fee shall be refunded.
Section 3 – Members in Good Standing Members of the association are expected to pay their annual/monthly dues in a timely manner. They are expected to uphold provisions of these Bylaws and adhere to GCA’s code of ethics. Only members in good standing shall be nominated to Board positions.
Section 4 – Cancellations Any member may cancel their membership at any time by delivery of a written cancellation notice to the President. Thereupon, such cancellation, without the necessity of any acceptance, shall become effective, unless otherwise specified. Upon cancellation as provided herein, all interest of such member in the association and in its assets shall immediately cease and terminate. Any obligations of debt owed to the association upon cancellation shall be paid in full immediately to GCA.
Section 5 – Delinquent Members A member shall become delinquent if dues are not paid when due and payable. If after notice, such default is not cured within thirty (30) days, the member may be recorded as delinquent. With the consent of the Board of Directors, the delinquency of a member may be removed by payment of dues in full or in part. Delinquency of more than 120 days shall constitute grounds for expulsion of a member.
Section 6 – Discipline, Suspensions and Expulsion A. Causes. For any violation of these By-Laws, or of any rule, regulation or policy adopted by the membership of the Board of Directors, a member may be suspended or expelled by a vote of two-thirds of members of the Board of Directors. The vote shall be by secret ballot. B. Hearing. No member shall be suspended or removed until he has been given the opportunity at a hearing to produce evidence in support of his answer to the accusations made against him. A Committee on Ethics and Trade Practices, appointed by the Chairperson, shall investigate all complaints made against a member and after a hearing thereon, report its findings to the Board of Directors. C. Written Order. The order of suspension or expulsion stating the time thereof shall be in writing and filed with the records of the Board of Directors. A copy of such order shall be posted on the bulletin board in the association office for a period of three (3) weeks. D. Legal Liability. Suspension or expulsion shall not relieve a member from any legal liability, which may exist in favor of the association. E. Reinstatement. An expelled member shall not be eligible to apply to membership for at least one (1) year after the date of his expulsion. F. Applicability. The provisions of this Article are not applicable to dismissal from membership for non-payment of dues.
Section 7 – Membership Dues and Special Assessments A. Payable Monthly or Annually: Dues are based on a monthly amount as discussed below. Dues are payable by the seventh (7th) day of each month. B. Methodology: The Board of Directors is authorized to set and amend the amount of dues from time to time. The Board may use any factor it deems appropriate to establish the amount of dues, including, without limitation, sliding scales based on categories or other criteria. C. General and Specialty Contractor Members: The dues amount is based generally on the annual volume of contracting business performed on Guam during the prior year. For off-island based firms with no ongoing business on Guam and those with low volume of business within a given year, the dues amount shall be based on the lowest-tiered annual volume rate. D. Associate Members: The dues amount is based generally on the firm’s annual gross revenues during the prior year. For off-island based firms with no ongoing business on Guam and those with low volume of business within a given year, the dues amount shall be based on the lowest-tiered annual volume rate.
E. Allied Member Dues: Annual dues for not-for-profit organizations , local and federal governmental agencies shall be nil. F. Meeting Fees: Attendees at all membership meetings and committee meetings are required to pay the amount fixed to cover the cost of the venue and meal service. G. Special Assessments: The Board of Directors may levy special assessments from time to time to meet extra-ordinary expenses. While payment of special assessments is not mandatory for continued membership, all members are expected to participate.
Article V – MEMBERSHIP MEETINGS Section 1 – Regularly Scheduled Meetings A. Annual Meeting of Members: The Members of the GCA shall hold an annual meeting for the purpose of electing the class of elected Directors and transacting any other business that properly may be brought before the meeting. The annual meeting of Members shall be held on the third Wednesday in the month of April or such date as may be determined by the Board of Directors from time to time. Notwithstanding the foregoing, voting members may vote for the elected Directors by mail ballot prior to the annual meeting, the purpose of which shall be to compute and announce the elected Directors. B. General Membership Meetings: General Membership meetings are generally held on the third Wednesday of each month at 11:30 AM at a place to be announced. A guest speaker usually addresses those present on a subject of general interest to the membership. The Board liaison or committee chairperson of each committee will be given an opportunity to briefly address the general membership on items of interest concerning a particular committee. The Board may, at its discretion, choose to cancel, postpone or re-schedule the General Membership Meeting.
Section 2 - Special Meetings of Members A special Meeting of the membership may be called by the Chairman, or by majority of the Board of Directors or by five (5) members whose request therefore is set forth in writing directed to the Chairman. Such writing shall contain a statement of the purpose of such meeting. At least seven (7) days prior to the date fixed for the holding of any meeting of membership, written notice of the time and place thereof shall be mailed or emailed to each member. Such notice shall set forth a statement of the purpose of the meeting and any business not mentioned shall not be transacted at such meeting. In the case of special meetings, the Board of Directors shall have power to dispense with the requirement of written notice and direct that the notice may be given orally. Ten percent (10%) of the general membership, who are entitled to vote, shall constitute a quorum at any special meeting of the membership.
Section 3 – Notices and Quorum A. Notice of Meetings of Members: Written notice through email, fax or delivered letter of the annual, regular and special meetings shall be given to each Member entitled to vote at the meeting at least seven (7) days prior to the meeting, unless a greater period of notice is required by law B. Quorum and Majority Action: A Members meeting duly called shall not be organized for the transaction of business unless a quorum is present. The presence, in person or by proxy of ten percent (10%) of the general membership entitled vote shall constitute a quorum for purposes of consideration and action on such matters. Unless otherwise provided by law, whenever any action is to be taken by vote of the Members, the action shall be authorized upon the affirmative vote of a majority of the votes cast by all Members present, in person or by proxy, and entitled to vote on the matter. The Members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. C. Ballots and Proxy: Notwithstanding anything contained herein to the contrary, voting Members shall be permitted to vote on any matter by mail, fax or electronic ballot. Every Member entitled to vote at a meeting of Members, or entitled to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him or her by proxy. Every proxy shall be executed in writing by the Member, or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary of the Chapter. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Board. D. Telephone Meetings: Members may participate in meetings of the Members by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Members so participating shall be deemed present at any such meeting. E. Action by Unanimous Written Consent: Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, provided that, before or after the action, all of the Members of the Chapter entitled to vote at a meeting for the purpose of deciding whether to take such action unanimously consent to the action in writing, which writing shall specify the action so taken, shall be signed by all such Members and shall be filed with the Secretary of the Corporation. F. Voting Rights of Members: Except as otherwise restricted in these Bylaws, each Member, other than Allied Members, is entitled to one (1) vote.
ARTICLE VI - BOARD OF DIRECTORS Section 1 – Election of Directors A. Annual Elections. Elections shall be held annually in April with poll closing at 12:00 noon on the day of the April general membership meeting. Ballots shall be counted during the luncheon meeting with results announced at closing of the meeting. Of the total of thirteen (13) positions on the Board, four (4) are reserved for Associate Members who are elected by the members of the Board in May. Three (3) members are immediate past officers: Chairman, Vice Chairman and Secretary-Treasurer and those officers holding these positions shall retain their seats for the next term. The President will advise the Chairperson and Nominating Committee on the eligibility status of each current Board member. B. Nominating Committee. At least ninety (90) days prior to the date set for elections, the Chairperson shall appoint a committee of three (3) members of the association and the President to serve as a Nominating Committee. These three shall be members in good standing, as defined by Article IV, Section 4, and without intention to themselves become candidates in the same election. The Chairperson will inform the Nominating Committee of the number of positions to be filled and the Nominating Committee will attempt to include twice that number of names in the forthcoming ballot. They shall contact prospective candidates from among active General Contractor and Specialty Contractor members. The President will announce to the membership the names of Nominating Committee members so that any member can recommend suitable candidates including personal interest to stand for election. Only members in good standing, as defined by Article IV, Section 4, shall be nominated to Board of Director positions. The list of candidates thus proposed by the Nominating Committee shall be vetted by the Executive Committee before being placed on the approved ballot. Nominations shall be closed forty-five (45) days before the date set for elections. The Nominating Committee shall separately nominate candidates form Associate Membership to be elected by the Board of Directors. C. Notice to Membership. The Chapter President shall announce to the membership the list of candidates approved for inclusion on the ballot. Brief biographical data shall be included for each candidate in the next Construction News Bulletin following vetting by the Executive Committee. At the March general membership meeting, each candidate will be asked to briefly introduce themselves to the membership and comment on their purpose for standing in the election. Candidates will also be permitted to use the facilities of the association to distribute flyers for the purpose of informing the membership of their credentials to serve. D. Balloting. The Chapter President shall have ballots prepared on special ballot paper listing all the candidates in alphabetical order with clear indication of the number of positions to be voted. Ballots shall be distributed to all members of the association, by mailing the last known address provided by the member, at least 30 days before the date set for elections. A specially marked and sequentially numbered return envelope shall be supplied with each ballot. Each member of the association, whether General Contractor Member, Specialty Contractor Member or Associate Member shall have one ballot vote only. E. Voting. A sealed ballot box shall be provided in the office of the association and it shall be prepared in such manner that ballots can be inserted through a slot in the top from the date of mailing the ballots until 10:00 AM on the date of elections. It will then be transported to the venue for the April general membership meeting. Ballots will be accepted at the April General Membership Meeting until 12:00 noon. All voting shall be done by mail or in person by secret ballot using only the ballot form and the envelope provided by the association in conformity with such additional rules and regulations the Board of Directors may adopt, but such rules and regulations shall insure and preserve the secrecy of the ballot. No proxies shall be allowed. Ballots received at the association by mail shall be promptly deposited in the ballot box by the association staff without being opened. F. Vote Counting. The Nominating Committee shall serve as tellers for the vote count and shall also be the Committee of Judges of the Election. Assistance, if needed, may be provided by other members of the association in good standing who are not candidates in this election. The vote counting shall be performed in private and witnessed by the Secretary-Treasurer and a representative of a local auditing firm. The seal on the ballot box shall be broken. The sequential numbers on the sealed envelopes shall first be checked against a control list. Any duplicates shall be declared invalid and not used in the vote count. Likewise, any ballots that are not on the special paper issued by the association or not inserted in a sequentially numbered envelope provided by the association shall be declared invalid and not used in the vote count. The remaining ballots shall be removed from the envelopes without reference to the sequential number and tallied. Any ballot with votes for more than the stipulated number shall be set aside as a spoiled ballot and shall not be used except in case of a tie vote. In such case, all spoiled ballots shall be tallied only for candidates for which there are a tie. In the event of a tie vote affecting the results that cannot be resolved using spoiled ballots, the judges shall cast lots and certifies elected the person or persons whom the lot determines. The newly elected Directors shall be listed in alphabetical order for announcement to the general membership. Three alternate Directors shall also be selected from the vote count and will be eligible to fill out the unexpired term of any vacated position on the Board. They will be listed in order by number of votes. The Committee of Judges of the Election shall certify the election by signing the list of new Directors and Alternates. This certification shall be witnessed by the Secretary-Treasurer and the auditor who shall sign the same document. Immediately thereafter, all ballots and tally sheets shall be destroyed by shredding. The Secretary-Treasurer will announce the result of vote counting to the membership. G. Election of Associate Directors. During the first week in May, the Board of Directors shall meet to vote by secret ballot to fill positions for Associate Directors. The election will be based on nominations of the Nominating Committee and vetting by the Executive Committee. H. Election of Officers. During the second week in May, the entire Board of Directors shall meet to vote by secret ballot to fill any open officer position(s). The Chairman-Elect and Vice Chairman-Elect shall assume their positions as Chairman and Vice Chairman with the open position of Secretary-Treasurer to be elected by the entire Board.
I. Transition. The outgoing officers and Board of Directors shall retain responsibility and authority for the association until the elections of Associate Directors and Officers, as described in Section 7 and Section 8 of the Article, are complete. Thereafter, the newly elected officers and Directors shall assume responsibility and authority for their respective positions. The Chairperson shall retain responsibility and authority for the association until elections of Associate Directors and Officers, as described Section 7 and Section 8 of this Article, are complete. Thereafter, he/she shall assume the position of Past Chairperson. The new officers and Directors will be sworn in at the May general membership meeting.
Section 2 – Tenure of the Board of Directors Directors shall be elected to two-year terms. At the April General Membership Meeting of the Corporation, Three (3) directors shall be elected by secret ballot. The only exception to this is the initial implementation of the two-year terms. Tenure of the directors shall commence at the May Board of Directors Meeting. A. For the initial election that will implement this change, the three (3) Candidates with the highest number of votes shall be assigned to unfilled two-year term positions on the Board. Remaining candidates with sufficient votes to be seated on the Board will fill one-year term positions. B. Term limit of 2 each two-year terms shall apply to all Board Members starting after the April 2009 election. Board Members that are not corporate officers after serving for 2 two-year terms will not seek reelection for themselves or other members of their firm for a period of one year at which time they may again seek election. The immediate Past Chairman will not seek reelection following serving as Past Chairman for one-year term.
Section 2 – Vacancies on the Board Vacancies shall be filled by appointment made by the remaining Directors provided that the appointee meets qualifications set forth for nomination to the Board. General Contractor members will be afforded the opportunity to supply replacement Director, subject to approval of the remaining Directors. Other candidates to fill vacancies shall be selected, if possible, from those members that stood for election at the previous annual election. The term of any Director so appointed shall be for the unexpired term of the Director he/she has replaced.
Section 3 – Responsibility of Directors Directors are expected to individually and collectively provide leadership in advancing the purposes of the association as described above. Directors will be assigned one or more committees to oversee and to act as liaison between the Board and Committee(s). Directors are expected to attend official meetings of the Board of Directors, or in the case of Contractor members, send an Alternate that has been approved by the Board. Any Director that fails to attend or fails to provide an Alternate for three (3) consecutive Board Meetings will be subject to censure. At the third such absence, the remaining Board members shall consider and vote on the case. Unless there is clearly justifiable cause for such repeated absence as presented to the Chairperson in advance, the Director will be asked to resign and the position will be declared vacant and dealt with accordingly. The vote for censure will pass on simple majority.
Section 4 – Meetings of the Board of Directors The Board of Directors shall convene at the office of the Association on the first Wednesday morning of each month, unless otherwise agreed by a majority of the Directors. A quorum shall consist of at least one officer and not less than six (6) Directors (including Alternates). Either the Chairperson, the Vice Chair or Secretary-treasurer shall chair the meeting in order. The agenda for the meeting will have been prepared in advance by the Chapter President and include as a minimum, the following: 1) Approval of Minutes for the previous Board of Directors meeting. 2) Review of the financial position of the association. 3) The Chapter President’s report, 4) various committee reports and such other business as may be decided to be included by the Chairperson and the Chapter President. Directors have the right and duty to raise other issues of concern at appropriate times during the meeting. In case of disagreement of procedural matters, the current version of the “Robert’s Rules of Order” shall be applied to achieve resolution. In case of a vote that results in a tie, the Chairperson or presiding officer will provide the tie-breaking vote.
Section 5 – Remuneration Officers and Directors of the association are not compensated monetarily for services provided. Necessary and reasonable expense may be reimbursed as specifically approved by the Board of Directors.
Section 6 – Removal of a Board Member Any Board Member that fails to participate AS a Board member in a responsible and professional manner may be removed by two-thirds majority vote of remaining directors. Such action shall be taken in conformity with the current version of ‘Robert’s Rules of Order’.
ARTICLE VII-COMMITTEES Section 1 – Standing Committees The following Standing Committees are a part of the association and may change from time to time at the discretion of the Board. Each committee, where possible, will have an elected Chairman and Vice-Chairman. Committee officers are elected by their respective committee members. A. Executive Committee. Constituted of the Chairman, the Vice Chairman, the Secretary-Treasurer, the GCA President and the Past Chairman. Serves as the executive cabinet with specific duties outlined herein. B. Activities, Professional and Community Affairs. Plans and coordinates the association social and professional activities. Includes subcommittees for the annual golf tournament, annual picnic and awards banquet. C. Education and Training. Sponsors construction industry apprenticeship program with the GCA Trades Academy and Guam Community College. Develops training partnerships to fulfill the educational needs of member firms and their employees. D. Health & Safety. Develops community partnerships to promote safe working conditions in the construction industry. Sponsors training sessions and seminars, in association with concerned regulatory agencies, to promote safety in the work place. E. Government, Military and Labor Relations. Informs and educates members on current and proposed legislation affecting the construction industry. Represents the membership in legislative and other hearings to advance the construction industry. Monitors alien labor practices while encouraging the development of a skilled local labor force. F. Membership. Monitors and contacts prospective members for GCA on a monthly basis. Provides analysis of member affinity programs and makes its recommendation to the Board. G. Environmental. Works closely with local and federal environmental regulatory agencies and provides members with information relating to environmental issues. H. Small Business. Conducts outreach to small business members of the association to ensure their voice is heard and needs are met within GCA capabilities. I. Other Special Committees. The President, with approval of the Board of Directors, may at any time appoint standing or special committees for any purpose connected with the work of the association, and prescribe their powers and duties, irrespective or whether such purposes, powers and duties come within the province of any other committee.
Section 2 – Rules Governing Committees. A. A majority of the members of each committee shall constitute a quorum. B. No standing or special committees shall have power to bind the association by any action without first having the approval of the Board of Directors. C. Copies of all correspondence conducted by any committee in connection with the work of the association and all documents shall be transferred to the association’s files for reference and information. D. The Board Chairman shall have power, with the approval of the Board of Directors, to discharge any special or standing committee for failure to carry out its duties and the Board Chairman shall appoint, subject to the approval of the Board of Directors, new members to any committee to discharge. E. All special committees, unless otherwise ordered shall be considered discharged when their reports have been submitted to and accepted by the Board of Directors. F. Resignation from special committees shall be in writing, addressed to the Board Chairman. G. Failure of any member to attend three (3) consecutive meetings of such committee, without just cause, may be considered by the Board Chairman as a resignation. H. The chairman for standing committee shall be elected for one-year term at the May committee meeting. The committee member’s selection for the chair will be ratified by the Board of Directors.
ARTICLE VIII- MISCELLANEOUS PROVISIONS Section 1 – Fiscal Year The fiscal year of the association begins on the first day of May and ends the least day of April.
Section 2 – Annual Financial Review At the November meeting of the Board, the Directors shall appoint or reappoint an auditor to review the financial accounts of the corporation and assist the President in preparing the Tax Return.
Section 3 – Authorized Signatures Authorized signatures for withdrawal of funds of the corporation on deposit with banks shall be the Chairman, Vice Chairman, Secretary-Treasurer and GCA President by combination of any two. The normal authorized signatures will be the GCA President with the Secretary-Treasurer.
Section 4 – Corporate Seal The Association shall have a seal of such design as the Board of Directors may adopt. The said seal shall be in the custody of the Association President and shall be affixed by him to membership cards and such other documents as directed by the Board of Directors.
Section 5 – Use of Corporate Emblem Members may use the emblem of the association on their stationary, office building, job signs, equipment and elsewhere, but may not employ it in any grotesque or facetious fashion or in any manner that will reflect upon the dignity or prestige of the association. Use of the emblem for other purposes may be authorized only by the Board of Directors.
Section 6 – National Affiliation The association shall maintain affiliation with the Associated Builders & Contractors (ABC) in order to benefit from National and International programs thereby available. Dues payments shall be made to that organization as mutually agreed from year to year. Members of the Guam Contractors Association are also Members of the National ABC.
Section 7 – National Center for Construction Education & Research The association is an “Accredited Training Sponsor” under the National Center for Construction Education & Research and shall maintain and comply with all requirements set forth by NCCER’s accreditation standards.
Section 8 – GCA Trades Academy The GCA Trades Academy is an “Accredited Training Facility” under the sponsorship of the Guam Contractors Association and is the recognized training facility for GCA’s apprenticeship and craft training programs. The GCA Trades Academy is a separate stand-alone entity that operates on its own Articles and Bylaws and management. The GCA Trades Academy has its own Board of Trustees.
Section 9 – Non-Discrimination Policy In the selection of new members and the retention of existing members, and in the selection and retention of employees; it is the policy of the association to ensure that there is no discrimination on account of race, color, national or ethnic origin, on account of gender or sexual orientation, on account of creed, religion or religious beliefs, or on account of physical disabilities or age. The Officers and Directors shall encourage participation by small business enterprises and in particular those that are recognized as being disadvantaged by the Small Business Administration.
ARTICLE IX-AMENDMENTS Section 1 – By-Laws These By-laws may be amended or new By-laws adopted by an affirmative vote of two-thirds of Board Members present at any meeting of the Board of Directors for which this purpose was announced at least ten (10) days in advance of such meeting. The change shall be ratified by an affirmative vote of majority of the general membership present at any meeting duly called and held, notice of which shall have stated that purpose of the meeting is to consider the amendment or adoption of the By-Laws; or by a letter ballot. Copies of the proposed amendments or new By-laws shall be mailed to each member and a copy shall be made available at the association office or posted on the GCA website for at least ten (10) days immediately preceding the meeting.
Section 2 – Articles of Incorporation Any change to the Articles of Incorporation shall be implemented at the Board’s Discretion. Amendments to the Articles of Incorporation must be ratified by two-thirds majority of the members present at a general membership meeting.
Hawiian Rock
