A Nonprofit Corporation
Article I: PURPOSES
1. Name. The name of the Association is the Asphalt Recycling and Reclaiming Association, a nonprofit corporation incorporated in the District of Columbia.
2. Location. The principal office of the Association shall be the office address of the Executive Director. The association may also maintain an office in such other place or places as the Board of Directors may designate.
3. Purposes. The purposes of the Association include:
a) providing opportunities for dialogue, education, advancement and improvement of all aspects of the asphalt recycling and reclaiming industry through meetings, seminars, communications, publications, and other programs and activities;
b) articulating and advocating the needs and interests of the asphalt recycling and reclaiming industry before legislative and administrative branches of local, state, and national governments;
c) cooperating on behalf of the asphalt recycling and reclaiming industry with suppliers, distributors, dealers, insurers, and customers directly and through their associations in matters involving the business and governmental affairs of the industry; and
d) promulgating policies and conducting activities for the betterment of all those individuals or firms involved in some aspect of the asphalt recycling and reclaiming industry.
4. Restrictions. All policies and activities of the Association shall be consistent with:
a) applicable federal, state and local antitrust, trade regulation or other legal requirements; and
b) applicable tax-exemption requirements including the requirements that the Association not be organized for profit and that no part of its earnings inure to the benefit of any member or individual.
ARTICLE II: MEMBERSHIP
1. Membership Qualifications. Membership in the Association is available to persons or firms involved in, or associated with, the asphalt recycling and reclaiming industry.
2. Voting Membership. The following membership classes shall have a vote in all determinations of the Association at regular and special meetings or by mail vote (including facsimile). Voting members are eligible to serve as directors or hold office in the Association.
a) Contractor Membership. Contractor membership in the Association is limited to persons or firms engaged in the business of asphalt recycling and reclaiming. Dues and other terms of contractor membership shall be determined by the Board of Directors.
b) Supplier Membership. Supplier membership is available to persons or firms furnishing goods or services to the asphalt recycling and reclaiming industry. Dues and other terms of supplier membership shall be determined by the Board of Directors.
3. Non-Voting Memberships. The following membership classes have no vote nor are they eligible to serve as directors or hold office in the association.
a) Affiliate Membership. Affiliate membership is available to consulting engineers, professional trade associations and societies, educators and government officials having an interest in the asphalt recycling and reclaiming industry. Dues and other terms of affiliate membership shall be determined by the Board of Directors.
b) Life and Honorary Membership. Life and honorary membership is conferred upon individuals or firms according to terms specified by the Board of Directors. No dues are paid by the life and honorary members.
4. Applications for Membership. All applicants for membership must complete and sign the application form provided by the Association and submit the application to the Executive Director of the Association.
5. Admission of Members. Admission to membership is by majority vote of the Board of Directors.
6. Resignation. Any member may resign by filing a written resignation with the Executive Director; however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.
7. Expulsion. Any member may be expelled for adequate reason by a two-thirds vote of the Board of Directors. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance notice to the member and deliberation by the Board. Any member proposed for expulsion for another reason shall be given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board's decision.
Article III: FUNDS
1. Initiation Fees, Dues and Assessments. Initiation fees, dues and assessments shall be determined by the Board of Directors.
2. Delinquency. Any member of the association who is delinquent in dues or assessments for a period of ninety (90) days shall be notified of the delinquency and suspended from membership. If dues or assessments are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership and is expelled.
3. Power to Waive. The Board of Directors may cancel or waive payment of any dues, assessments or other indebtedness of a member for any period.
4. Refunds. No dues or assessments will be refunded.
Article IV: DIRECTORS
1. Directors. The governing body of the Association is the Board of Directors, which has authority and is responsible for the supervision, control and direction of the Association. Funds of the Association may be paid out only at the direction of the Board of Directors.
2. Composition of the Board. The Board of Directors consists of ten persons, nine of whom shall be elected by and from the voting membership and the Chairman of the Committee on Recycling Education who shall be appointed by the Board of Directors.
3. Election and Term of Office. At each annual meeting of the Association an election shall be held to choose the members of the Board of Directors. Directors shall serve for one year.
4. Vacancies. If a vacancy occurs on the Board for any reason, the position shall be filled for the unexpired portion of the term by the Board.
5. Meetings. The Board of Directors shall meet at least annually at the time and place of the annual membership meeting. The presence of any five directors constitutes a quorum. A majority of directors where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Mail (including facsimile) voting is permitted.
6. Removal. A director may be removed for adequate reason by a two-thirds vote of the voting membership.
7. Compensation. Directors shall not receive compensation for their services.
Article V: OFFICERS
1. Officers. The officers of the Association shall be a President, Vice-President, a Secretary/Treasurer and an Executive Director.
2. Qualifications. Officers, except for the Executive Director, must be voting members of the Association who have been elected directors each year at the annual membership meeting of the Association.
3. Election and Term of Office. Officers, except for the Executive Director, shall be elected by the Board of Directors each year, at the annual membership meeting of the Association. Officers, except for the Executive Director, serve for one year. The Executive Director shall be appointed or terminated by the Board of Directors.
4. Duties. The Officers shall perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, the President of the Association acts as Chairman of the Board of Directors; the Vice President acts in place of the President when the President is not available; the Secretary/Treasurer is the financial officer of the Association; and, the Executive Director is the chief employed administrative officer of the Association.
5. Vacancies. If a vacancy occurs among the officers, other than the Executive Director, for any reason, the position shall be filled for the unexpired portion of the term by the Board of Directors.
6. Removal. An officer may be removed for adequate reason by a two-thirds vote of the Board of Directors.
7. Compensation. Officers, except for the Executive Director, may not receive compensation from the Association for their services.
Article VI: MEETINGS
1. Annual Membership Meeting. The Association shall hold an annual meeting of the voting membership at the place and on the date that the Board of Directors determines.
2. Special Meetings. Special meetings of the Association voting membership may be called by a majority vote of the Board of Directors.
3. Notice. The Board of Directors must give Association members reasonable notice of all annual and special meetings. The notice must include a description of the business to be discussed.
4. Voting. The presence of twenty percent of the voting membership constitutes a quorum. A majority of members where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Mail (including facsimile) voting is permitted.
Article VII: COMMITTEES, RULES AND AMENDMENTS
1. Committees. The President shall appoint a nominating committee and other committees as are necessary.
2. General Counsel. A General Counsel shall be appointed or terminated by the Board of Directors.
3. Auditors. Auditors shall be appointed or terminated by the Board of Directors.
4. Rules. The Board of Directors may establish rules that are consistent with these Bylaws for the policies, procedures and programs of the Association.
5. Amendment. Amendments to these Bylaws may be made without prior notice at an annual meeting of the Association by a majority vote. Emergency amendments may be made at any time by a majority vote of the Board of Directors, but emergency amendments are temporary and subject to subsequent approval by a majority vote at the next meeting of the voting membership of the Association.
Article VIII: ANTITRUST COMPLIANCE
It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal, state and applicable international trade regulations and antitrust laws. Any activities of the Association or Association-related actions of its staff, officers, directors or members which violate these regulations and laws are detrimental to the interests of the Association and are unequivocally contrary to Association policy.
Implementation of the antitrust compliance policy of the Association shall include, but shall not be limited to, the following:
A. Association Membership, Board of Directors, and Committee meetings shall be conducted pursuant to agenda distributed in advance to attendees; discussions shall be limited to agenda items; there shall be no substantive discussions of Association matters other than at official meetings; minutes shall be distributed to attendees promptly.
B. All Association activities or discussions shall be avoided which might be construed as tending to: (1) raise, lower or stabilize prices; (2) regulate production; (3) allocate markets; (4) encourage boycotts; (5) foster unfair trade practices; (6) assist in monopolization; or in any way violate federal, state or applicable international trade regulations and antitrust laws.
C. General Counsel shall attend all Association, Board of Directors and Membership meetings. Attendance of counsel at committee meetings shall be at the discretion of the President or Executive Director.
D. Association members, officers, directors or employees who participate in conduct which the Board of Directors, by a two-thirds majority vote, determines to be contrary to the Association antitrust compliance policy shall be subject to disciplinary measures up to, and including, termination.
Article IX: INDEMNIFICATION
The association shall indemnify and save harmless each officer, director and employee against expenses actually and necessarily incurred by them for any matter arising out of any action, suit, proceeding or claim in which they or any of them are made parties or a party by reason of having served as an officer, director or employee of the association except in relation to matters as to which they be adjudged in such action, suit or proceeding to be liable for gross negligence in the performance of their duties and to such matters as shall be settled by agreement predicated on the existence of such liability for gross negligence or misconduct.
Approved August 1990, ARRA Board of Directors
Approved March 1991, ARRA 15th Annual Meeting