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B.C.E.C.A. Constitution and
By-Laws 2008
Article I - Article
II - Article III - Article
IV - Article V
Article VI - Article VII - Article
VIII - Article IX - Article
X
Article I : Name
The name of the organization shall be B.C.E.C.A., Inc. It
shall be referred to hereinafter as “The Corporation.”
Article II : Objects
The Corporation shall be a membership corporation supported
by member subscriptions and not carried on for profit. Its
objects as set forth in the certificate of incorporation
are as follows:is formed are to advise each other
of the new changes of laws and regulations in connection
with the National Electrical Code and all other regulations
pertaining to electrical work in the state of New Jersey
and to procure uniformity and certainty on the customs and
usages of the trade and to further the general good and
welfare of our members.
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Article III : Membership
Those persons in the following categories shall be eligible
for membership in the corporation:
- Active
- Any person duly licensed under the laws
of the state of New Jersey to be an electrical contractor
and shall have a valid business permit.
- Any member who as an active member shall
be called to serve in the armed forces of the United
States shall retain membership while on said active
duty and at such time of return to the electrical
industry shall retain all privileges and rights of
membership.
- Upon approval of the applicant by the general
membership at the next general meeting, applicant shall be
granted dual membership in both the BCECA and in the NJECA
(New Jersey Electrical Contractors Association) and be entitled
to all rights and privileges as set forth in the Constitution
and Bylaws of both the BCECA and NJECA.
- Honorary
- Any person who has been an active member
for a period of not less than five years and upon
voluntary surrender of his/her license at the age
of 62 shall become an Honorary Member and shall pay
no dues with the understanding that he/she shall not
have the right to vote or hold office.
- Application
- Application for active membership shall
be made upon written request setting forth qualifications
as stipulated in section 1. (A) of the article and
submitted to the executive secretary of the Corporation
with the required membership dues.
- No application for membership shall be
acted upon if the applicant, or in the case of a partnership
or corporation, any member thereof, is involved in
any action by the New Jersey Board of Examiners or
any lawful authority having jurisdiction over said
applicant.
- All applicants shall be subject to approval
of the general membership.
- Termination
- Any member may resign in writing provided
that all obligations to the corporation are satisfied.
- Any Member may be expelled from the Corporation
if such member shall have his/her license suspended
or revoked by the New Jersey Board of Examiners of
Electrical Contractors or lawful authority after due
notice ad hearing before the Board of Trustees and
upon a vote of ¾ of the Board present, or has
committed conduct detrimental to the stated objects
and purposes of the Corporation or has otherwise ceased
to be qualified for membership in the Corporation.
- Non-payment of dues by March 31st of any
year except dues for which payment has been deferred
by vote of the Board prior there to shall result in
such member’s expulsion from membership automatically
with all privileges and rights forfeited.
- Any expelled member may apply to the Board
as a new member subject to the requirements of section
3.(A)(B)(C) of article III including all past financial
obligations.
- Any expelled or suspended member shall
be notified in writing and except for non-payment
of dues or other financial obligations to the Corporation
shall have the right to appeal the decision of the
Board within 60 days after notification by request
to the Executive Secretary that question be added
to agenda of the next meeting. At stated meeting the
Board may be overruled by a majority of those members
present. If no majority vote, Board ruling will stand.
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Article IV : Dues and Assessments
- Amounts
- Dues shall be submitted to the BCECA upon receipt
of invoice. Said dues shall be submitted no later than March
1st of the new year. Upon receipt of member’s dues in full,
said member’s membership shall be renewed in both the Bergen
County Electrical Contractors Association and the New Jersey Electrical
Contractors Association.
- The amount of dues and assessments and the time of payments
thereof shall be established by the Board of Trustees when the Board
feels it is necessary with the approval of a majority of the voting
membership at the regular meeting.
- The Board of Trustees, with the approval of a majority of
the voting membership, may also impose fees of penalties for late payment
of dues.
- The Board of Trustees may exempt or defer any member from
payment of dues or any inancial obligation if the Board of Trustees
determines that said member cannot meet such payment because of financial
hardship.
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Article V : Officers and Trustees
- Board of Trustees
- The officers or Board of Trustees shall
consist of eight (8) active members to be elected
at the annual membership meeting of the Corporation.
- The officers/Board of Trustees shall be
as follows: President, First Vice President, Second
Vice President, Treasurer, Financial Secretary, Recording
Secretary, Sergeant-at-Arms, and Executive Secretary.
- The Elected officers shall serve as trustees
during such time as they shall be for two (2) years
or until there respective successors have been elected
and qualified for such position.
- Function of the Board
- The Board of Trustees shall manage the
affairs and the property of the Corporation. It shall
perform all other duties required by these by-laws.
- It may hire appoint and retain such administrative
or professional staff as it may deem advisable, including
an executive director, attorney, accountant or other
advisor under such compensation provisions as the
Board of Trustees shall vote to arrange.
- The Trustees shall have full power and
authority in the interval between meetings of the
Corporation to do all acts and to perform all functions
which the Corporation itself might perform.
- Expulsion
- Any officer/trustee may be removed from
his position by two-thirds (2/3) vote of the Board
of Trustees or a majority of the general membership
for the following reasons:
(1) Failure to attend three (3) consecutive meetings
of the Board of Trustees, without permission of the
Board of Trustees for reasons such as illness, involuntary
absence from the state of New Jersey, and similar
circumstances.
(2) Suspension or revocation of his or her electrical
license.
(3) Conviction of a crime.
(4) Any act or omission which is detrimental to electrical
contractors and/or the Corporation.
- Officers
- Qualifications:
Any member in good standing for a period of not less
than one (1) year may serve as a member of the Board
of Trustees provided he/she has attended Board of
Trustee meetings and has learned the inner workings
of said board.
- Duties:
President: The President shall preside
at all meetings of the Corporation and the Board of
Trustees; appoint all committees; sign; together with
either the Secretary or Treasurer, all checks, notes,
or other financial instruments of the Corporation;
call for meetings by directing the appropriate Secretary
of the Corporation to notify the proper persons in
the manner described in these by-laws; see that the
books, reports, statements and certificates required
by the law are properly kept, made and filed by the
appropriate officer or agent of the Corporation; and
perform such other duties which the head officer of
similar organizations normally perform.
First Vice President: During the
absence and/or inability of the President to render
and perform his duties or exercise his powers as set
forth in these by-laws or the laws under which this
Corporation is organized, the same shall be performed
and exercised by the First Vice President; and when
so acting he shall all the powers and be subject to
all the responsibilities hereby given to or imposed
upon such President.
Second Vice President: During the
absence and/or inability of the First Vice President
to perform his duties or exercise his powers set forth
in these by-laws or the laws under which this Corporation
is organized, the same shall be performed and exercised
by the Second Vice President; and when so acting he
shall have all the responsibilities hereby given to
or imposed upon such First Vice President.
Recording Secretary: The Recording
Secretary shall take the minutes of the meetings of
the Corporation and the Board of Trustees. He shall
transcribe these minutes and turn them over to the
Executive Secretary. All of the said minutes shall
be kept in appropriate books which shall be maintained
and made available at all meetings, as well as a book
for reference containing the Constitution, by-laws,
and Rules of Order of the Corporation and the Board
of Trustees.
Financial Secretary: The Financial
Secretary shall aid and assist the Treasurer in the
performance of the duties of the Treasurer and in
the absence of the Treasurer shall serve in his place
and stead. He shall record and file in a ledger, said
ledger to be the property of the Corporation, all
cash receipts and disbursements of monies for bills
to be paid. Said bills shall be approved by the Corporation
to be paid. Bills, after being received and paid by
the Treasurer will be held by the Secretary for audit.
He shall send the bills for dues or assessments to
all members. He shall issue past-due notices. He shall
report to the Board of Trustees which members are
in good standing for the purpose of issuing up-to-date
membership cards and which members are in default
for non-payment or delinquency in payment of obligations
owing to the Corporation.
Sergeant-at-Arms: He shall have the
right at all General membership and Board of Trustees
meetings and conventions to challenge all persons
as to there qualifications to attend the meeting.
He shall keep order at meetings as directed by the
President or Chairman of said meeting. He shall hold
and be responsible for all Corporation property and
have same in proper place before each meeting. He
shall be certain all properties are recovered after
each meeting and held in a safe place. All properties
of the Corporation under his care shall be transferred
to his successor at the termination of his term.
Treasurer: The Treasurer shall have
the care and custody of and be responsible for all
the funds and securities of the Corporation in such
bank or banks, trust company or trust companies, or
safe-deposit vaults, as the Corporation may designate.
He may sign, make and endorse in the name of the Corporation
all checks, drafts, warrants and orders for the payment
of money jointly with the President or other officer
designated by these by-laws and pay out and disburse
the same to obtain receipt therefore, under the direction
of the President. "The signatures for the account of the BCECA shall be the Treasurer: the President: and the First Vice President. Only one signature will be required to make payments. The Treasurer shall be primary signature for all payments. In the event the Treasurer is not available the President or Vice President may make payments as designated by the Board of Trustees. He shall render a statement of condition of finances of the Corporation at each regular meeting of the Corporation and Board of Trustees and annual meetings. He shall render and exhibit at all
reasonable times his books and accounts to any member
of the Board of Trustees. The Treasurer shall not
be required to post a bond unless the Board shall
deem it necessary, in which event the Board shall
set and determine the amount on the bond. The cost
of the bond shall be borne by the Corporation and
paid for out of its general funds.
Executive Secretary: The Corporation
may engage the Executive Secreatary, under such financial
terms and conditions and in performance of such duties
as shall be approved by the Board of Trustees. If
such an Executive Secretary shall be so engaged, he
shall be permitted to perform various duties ordinarily
performed by the Financial and/or Recording Secretary
and/or Treasurer, as such duties may be described
in the written contract of employment between the
Corporation and the Executive Secretary. Any duties
not performed by the Executive Secretary pursuant
to such contract shall be performed by the proper
officer of the Corporation as described in the by-laws.
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Article VI : Meetings and
Quorums
- Meetings of the Trustees
- Regular meetings of the Board of Trustees
shall be held on the fourth Tuesday monthly, except
upon and affirmative vote of the Board of Trustees
the meetings in July and August may be cancelled.
Business of cancelled meetings may be transacted at
a regular meeting as prescribed by the President.
- Special Meetings
The Board of Trustees shall have the power to call
special meetings for any purpose.
- Quorum
Three (3) Board members shall constitute a quorum
at any meeting. All actions of the Board shall be
a majority vote of the Board members present.
- Meetings of the Corporation
- Annual meetings shall be held on the second
Tuesday in November. At this meeting the officers
and Board of Trustees shall be elected to office.
Election shall be held every two years thereafter
unless any of the officers/trustees cannot complete
their respective term, then a special election shall
be held at the next annual meeting.
- Regular meetings of the Corporation shall
be held on the second Tuesday of each month except
in the months of July and August. At all membership
meetings, (15) members of the Corporation shall constitute
a quorum.
- Special Meetings
Special meeting may be called by the Executive Secretary
at the direction of the President or a majority of
the trustees or 25% of the active members. Notice
of special meeting and no other business shall be
discussed at said meeting.
- Robert’s Rules of Order shall govern all meetings
of the Corporation unless otherwise provided by these
by-laws.
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Article VII : Nominating Committee
- There shall be a Nominating Committee of the Corporation,
appointed by the President, which shall consist of three
(3) members of the Corporation, including the immediate
past President, if any, who shall serve as the Chairman.
- Notice of Annual General Election
Notice of the Corporation’s annual general election
of the trustees and officers shall be given to the membership
of the Corporation at least thirty (30) days prior to
the time set for the annual membership meeting in accordance
with these by-laws.
- Nomination for Officers and Trustees
Nominations shall be made upon the recommendation of the
Nominating Committee, or by petition signed by not less
than twenty-five percent (25%) of active members of the
Corporation, submitted to the Secretary of the Corporation
not less than five (5) days prior to the date fixed for
the annual membership meeting. Nominations without petition
may be made from the floor at the meeting where the election
is conducted, provided such nominee is present and indicates
his acceptance of such nomination, and is qualified as
per Article V, Sec. (A).
- General Election
The general election shall be held at the annual membership
meeting of the Corporation.
- Vacancies
In the event of a vacancy in the office of the President,
the First Vice President, shall perform the duties of
the President for the unexpired term.
In the event of simultaneous vacancies in the office of
the President and First Vice President, either the Secretary
or Treasurer shall perform the duties of the President
for the unexpired term. In the event of a vacancy of the
First Vice President, but not in the President’s
office, the office shall remain vacant until the next
annual membership meeting at which time a First Vice President
shall be elected.
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Article VIII : Fiscal Year,
Bank Accounts, and Budget
- Fiscal Year
The fiscal year of the Corporation shall begin January
1st and a calendar year shall be utilized until adoption
of a resolution of the trustees to the contrary.
- Bank Accounts
The Corporation shall maintain such bank accounts and
investments in such places as shall be determined, from
time to time by the Corporation, pursuant to the resolution
of the Board of Trustees.
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Article IX : Dissolution
- The Corporation may be dissolved according to law by
vote of three-fourths (3/4) of the entire active membership
at a regular or special meeting.
- On dissolution of this Corporation the net assets of
the Corporation shall be paid and distributed in such
proportions and amounts to one or more non-sectarian,
charitable, philanthropic or educational organizations
which qualify, however, under Sec.501(C)(3) of the Internal
Revenue Code of 1954 or any acts amendatory thereof or
supplemental thereto or of substantially similar effect
at the time of dissolution and in accordance with the
Corporation’s corporate charter.
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Article X :
Amendments
-
- These by-laws may be amended repealed,
or altered in whole or in part provided a proposed
amendment shall be submitted in writing duly subscribed
by at least five (5) members in good standing to the
Secretary of the Corporation.
- That the same have been read and discussed
at two (2) successive stated meetings and thereafter
adopted at the next immediate stated meeting by a
two-thirds (2/3) vote of the membership of the Corporation
at said meeting.
These by-laws shall take effect immediately.
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