BY-LAWS

UTAH ROOFING CONTRACTORS ASSOCIATION

Revised June 15, 2023

ARTICLE I

Section 1: Name:

The name of the Association shall be the UTAH ROOFING CONTRACTORS ASSOCIATION.

Section 2: Location:

The location of the principal office shall be any city so designated by the Board of Directors in the State of Utah.  The Association has designated nine (9) satellite branches (four (4) geographical satellites: Southern, Northern, Salt Lake County, and Utah County; and five (5) jurisdictional satellites: Commercial, New Residential, Remodel/Re-Roof, Sidings, Stucco, Soffit/Gutter).  These satellite branches operate under the Association and may be revised from time at the discretion of the Board of Directors.

ARTICLE II

Section 1: Primary Purpose:

1. To promote the welfare of the roofing contracting industry and of the persons, firms, associations or corporations directly or indirectly engaged therein or connected therewith in the State of Utah;

2. To assist and further all projects and activities connected with the betterment, improvement or safeguarding of the roofing contracting industry in the State of Utah;

3. To stabilize the roofing industry and to maintain therein uniform and fair usage, customs, practices and contracts in the State of Utah;

4. To work for the establishment of fair and proper conditions for labor and employment through the roofing industry in the State of Utah.

Section 2: Specific Purposes:

1. To encourage employers in the roofing industry to see that all employees shall be properly protected by proper and adequate appliances and that all local, state, and federal laws and regulations are strictly adhered to;

2. To foster constructive and progressive legislation, especially as it may affect roofing contractors, related trades, suppliers, and other services involved in the industry within the State of Utah;

3. To promote confidence, respect, and good fellowship among all who are directly or indirectly engaged in the roofing industry;

4. To open satellite branches in order to facilitate a stronger presence in local government agencies, cities, towns, and counties in the State of Utah, as directed by the Board of Directors;

5. To do each and everything necessary or proper at any time or place for the accomplishment of any one or more of the purposes and objects therein enumerated, or conducive to or expedient to the interest or benefit of corporation and the members thereof.

ARTICLE III

Section 1: Classes of Membership:

There shall be three (3) classes of membership in Association.  These are to be as follows:

1. ACTIVE MEMBERS: Active members shall constitute the voting body of the Association.  Each active member shall have one vote.  Licensed roofing contractors who have a permanent place of business in the State of Utah, who are actively engaged in the application or removal of roofing and have a valid license.  Any individual proprietor, partnership or corporation, registered, licensed, or franchised and conducting business in the State of Utah may apply for membership in the Association.  Each company or corporation shall also file the name of the member or officer selected to be its representative in the Association. 

2. ASSOCIATE MEMBERS: Manufacturers, financial institutions, insurance companies, suppliers engaged in distribution of roofing materials, and other entities interested in the purposes of the Association and utilized by members of the Association shall be entitled to voting membership. 

3. HONORARY MEMBERS: May be voted by a two-thirds majority vote of the Board of Directors for such time and with such privileges as the Board may determine.  Honorary members shall have no vote.

Section 2: Applications:

Application for membership shall be made in writing on such forms as from time to time are prescribed by the Board of Directors.  Such applications shall be filed with the Association and shall be accompanied by annual dues and initiation fees, if any, in advance.  Upon receipt of the application it shall be referred to the Board of Directors for consideration and action.

Section 3: Payment of Dues:

Initiation fees and membership dues shall be established by the Board of Directors.  Any members whose dues are in arrears for ninety (90) days or more and who has been given written notification of such fact by registered mail sent to his or her last known address and who does not pay said arrears within five (5) days after the mailing of such written notification may be suspended from all privileges of membership by resolution of the Board of Directors.  Suspension from membership shall not relieve any member of responsibility for dues.  Failure to pay membership dues for more than 180 days after the date due shall constitute grounds for expulsion by resolution of the Board of Directors.

Section 4: Rights and Privileges:

Only active members, as represented by their duly accredited representative whose name is on file with the Board of Directors, shall be eligible for membership on the Board of Directors or to hold office in the Association.  All members, as represented by their fully accredited representatives whose name is on file, shall be eligible for service on any committee. 

Section 5: Obligations:

1. By application for and acceptance into membership, all members agree to adhere to, and abide by, the provisions of these By-Laws and the rules and regulations of the membership, the Executive Board and any Association committees acting thereunder.

2. Upon request, each member shall receive a copy of the By-Laws.

ARTICLE IV

Section 1: Revenue:

1. The revenue of the Association shall be derived from dues of the members and other sources as designated by the Board of Directors.

2. The dues for all membership shall be established by the Board of Directors. Dues shall be due annually on January 1. If a member joins during any given year, their dues shall be prorated at the rate of 1/12 of the annual membership dues multiplied by the remaining months left in that year.  

3. Any member failing to pay dues as prescribed shall be subject to the terms and conditions of Article III, Section 3.

Section 2: Fiscal Year:

The fiscal year of the Association shall be from January 1 to December 31. 

Section 3: Assessments:

Assessments may be levied from time to time as deemed necessary by the Board of Directors.

ARTICLE V

Section 1: Meetings:

There shall be nine (9) classes of meetings.

1. Satellite Branch Meetings shall be held in order to discuss matters pertinent to the enhancement of the membership including, but by no means limited to: material education and handling, construction defects, estimating/bidding/job costing, safety best practices, liens, employee training and retention, creating a labor pool, OHSA Rules and Regulations, construction efficiency, taxes, marketing fundamentals, insurance, bonding, key construction contract provisions, city permitting, etc.
2. Geographical Satellite Branches will meet on the second Tuesday of February, June, and October.
3. Jurisdictional Satellite Branches shall meet on the second Thursday of February, June, and October.
4. All Satellite Branches will meet statewide on the first Tuesday of April, August and November.

2. The annual Convention for the Association shall be held each year at the Board of Directors discretion. Duration, location and time may be determined by the Board of Directors.

3. The Board of Directors and all state chairs shall meet monthly on the third Wednesday of each month.

4. The Board of Directors shall meet not less than once each calendar quarter.

5. Special meetings of the Association may be called by the President at any time and, must be called by him or her, upon written request by direction of the members of the Board of Directors or 30 percent of the membership in good standing. Members shall have at least seven (7) days’ notice of any special meeting and state the objectives thereof.  No action shall be taken on matters not specified in the notice.

6. Special meetings of the Board of Directors may be called at any time by the President and must be called by him or her whenever a majority of the Board of Directors requests a special meeting. Such request must be accompanied by a concise statement of purpose.  Notice of such meetings shall be given to each member of the Board of Directors not less than five (5) days prior to the meeting so prescribed.

7. Quorum membership meetings, a majority of active members, if present in person or by proxy, shall constitute a quorum and the acts of a majority of the quorum shall constitute an act of the whole membership.

8. Quorum Board of Directors meetings will be necessary to act on behalf of the whole Board of Directors.

9. Education meetings are to be held for the purpose of furthering the education of Association membership to help promote, foster, and improve the performance of the membership in the roofing industry. The time, location and applicable fees of the meetings shall be determined by the Board of Directors or any committee assigned by the President for said purpose. 

Section 2: Proxy:

Any active member may be represented at any membership meeting, in the absence of the duly accredited representative of such member, buy a proxy issued by such representative to any other duly accredited representative, or to any officer or director of the Association.  The person holding such proxy or proxies, if the same be properly issued, shall have the same rights at such meeting as the member, or members, could exercise if personally present.  At any annual Board of Directors meeting, in the absence of a duly elected new Board of Directors’ member, who is not represented by proxy issued to another duly accredited representative, such absent member may be represented by a retiring Board of Directors’ member if he or she is present.  Except as herein above provided, no member shall have the right to be represented at any meeting.

Section 3: Order of Business:

The order of business for any meeting may be determined by the rules prepared by the Board of Directors.  The usual preliminary rules as laid down by Robert’s Rules of Order shall govern all meetings, when not in conflict with these By-Laws.  The order of business may be dispensed with at the annual convention.

ARTICLE VI

Section 1: Officers:

1. The Board of Directors shall consist of twelve (12) officers. These officers shall be elected as Past President, President, President Elect, Treasurer, Secretary and Board Members as deemed necessary and appropriate and shall consist of not more than 2 Manufacturers or 4 Distributors.  The term of each Officer shall be one year or until a successor is elected.  Board Members shall serve a term of 2 years.  The Officers and Alternates are eligible for re-election to any office.

2. The Association agrees to hold harmless, indemnify, and defend the Officers and Directors of the Association or any of them individually when acting for and on behalf of the Association for any claim or action raised against them.

3. Each Satellite Branch shall have a 1^st Vice President, 2^nd Vice President, Secretary and Committee Chairs.

Section 2: Qualifications:

The President nominated shall have served a minimum of one (1) year as a member of the Board of Directors prior to his or her nomination, after the organization has been established for one (1) year. 

Section 3: Duties:

1. PRESIDENT: It shall be the duty of the President to preside at all meetings of the Association and the Board of Directors.  The President shall serve on the Executive Board of Directors, assist in appointing committees, and perform such duties as pertain to this office.

2. PRESIDENT ELECT: The duties of the President Elect shall be delegated to him by the Board of Directors.  The President Elect shall serve on the Executive Board of Directors and shall perform the duties of the President in the event of his/her inability to serve.  Upon the completion of the President’s term, the President Elect shall succeed the President and serve his/her 1-year term.

3. 1^ST VICE PRESIDENT (SATELLITE BRANCHES ONLY): The duties of the 1^st Vice President shall be to work closely with their respective membership chairs to find and place the other satellite positions to his or her slate, including: 2^nd Vice President, Secretary, Social Chair, Membership Chair, Political Chair, Humanity Chair, and Educational/Safety Chair.

4. 2^ND VICE PRESIDENT (SATELLITE BRANCHES ONLY): The duties of the 2^nd Vice President shall be delegated to him by the 1^st Vice President.  He or she shall perform the duties of the 1^st Vice President in the event of his/her inability to serve.    

5. TREASURER: The Treasurer shall be in charge of the Association funds and records.  He/she shall establish proper accounting procedures, and shall be responsible for the keeping of the funds in such banks, trust companies and for investments as are approved by the Board of Directors. 

6. SECRETARY: The duties of the Secretary shall be delegated by the Board of Directors.  He/she shall prepare meeting notices, agendas, keep accurate records of proceedings and distribute timely minutes to the Board of Directors of any meetings held under Article V, Section 1.  Each Satellite Branch shall also have a secretary to prepare meeting notices, agendas, keep accurate records of proceedings and distribute and send quarterly reports to the Secretary of the Association. 

7. BOARD MEMBERS: The Board Members shall be voted upon by a majority of active members and their duties shall consist of those the President deems necessary.

Section 4: Installations:

Officers and Directors elected at the Annual Convention shall be installed at the close of the convention and shall assume the duties of office on the following January 1.

Section 5: Vacancies:

In the event of absence, incapacity or death of the President, the President Elect shall serve as acting President.  A vacancy in the office of President-Elect, Treasurer or Secretary shall be filled by the Board of Directors by a two-thirds vote.  Duties previously assigned to that Officer or Director shall be reassigned at the discretion of the President. 

In the event a member of the Board of Directors misses three (3) consecutive Board meetings; they can be excused from their obligation on the Board, as deemed necessary by a majority vote of the Board.  In the event a vacancy occurs, the first alternate will be the replacement.  The person receiving the next highest votes from the non-board electorate shall be deemed first alternate.

Section 6: Resignation, Suspension and Expulsion:

1. RESIGNATION: Any member of this Association may resign therefrom but such resignation must designate the date on which it is to be effective, must be in writing, and must be submitted not less than sixty (60) days prior to the effective date of the resignation.  No such resignation shall be effective until the member has made full payment for all arrears and initiation fees, dues or assessments to which the member has become liable. 

2. SUSPENSION AND EXPULSION: A member shall be subject to suspension or expulsion from this Association for any offense as follows:

1. For violation of any provision of these By-Laws;

1. For failure or neglect to pay any initiation fee, membership dues or assessments within the time provided in these By-Laws;

1. For violation of any resolution, rule, regulation, or policy adopted by the membership, the Executive Board or any committee acting pursuant to these By-Laws;

1. For any act detrimental to the best interest of the Association as determined by the Executive Board.

Procedure for Suspension and Expulsion:  Except where otherwise herein provided, the procedure to suspend or expel a member from membership in this Association shall be initiated by the Executive Board upon its own motion or upon the written request of four (4) or more regular or organized members.  The Board of Directors shall notify the accused member in writing of the alleged facts constituting grounds for suspension or expulsion with sufficient particularity to enable such member to prepare a defense to those charges.  Said notice shall advise such member of a date on which the Executive Board will conduct a hearing. 

No later than five (5) days before the scheduled suspension or expulsion, the Board of Directors, sitting as a fact-finding agency, shall hear and determine the truth of the allegations.  The accused member may be present at such hearing, and may present evidence on his or her behalf, examine all evidence considered by the Executive Board, and question all reasonably available witnesses against him/her.  The Board of Directors shall not be bound by formal rules of evidence at such hearing. 

At the conclusion of such hearings, the Board of Directors shall make oral or written findings as to the truth of the allegations.  If any member is found guilty of violations, such findings shall result in the automatic expulsion of the member from the Association without further proceedings.  In all other cases the Board of Directors shall report its findings to the general membership at the next annual, regular, special or emergency meeting of the Association together with its recommendations as to suspension or expulsion, if either is deemed appropriate.  A secret written ballot of the general membership shall be taken on the question of suspension or expulsion.  A motion to suspend or expel a member shall require an affirmative vote to pass of two-thirds of the voting members present at a meeting at which a quorum is present. 

ARTICLE VII

Section 1: Nominating Committee:

The members of the Association are responsible for Nominations.

Section 2: Elections:

The election of Officers shall take place on the last official day of the Annual Convention.  Nominations made from the floor for President will not be accepted.  Officers shall be elected by a majority of votes in all cases, and election shall be by ballot.  Ballots as received and presented must be kept for the purpose of certification.  In the event of a tie ballot, the names of those nominees or candidates tied for election shall be responded to the membership and another ballot taken, with the candidate receiving the highest number of votes declared elected.  Officers can be appointed by the Board of Directors in cases deemed necessary. 

ARTICLE VIII

Section 1: Committees:

The President, with the approval of the Board of Directors, may appoint committees and assign such duties and delegate such authority as may be determined by the needs of the Association from time to time.  Each Satellite Branch shall have the same committees.

1. MEMBERSHIP/MARKETING COMMITTEE: Develops, coordinates, and assists with programs that will help retain current members of the Association and recruit new members.  The committee creates unity between members and motivates them to be active in the Association.  The committee will also coordinate programs that promote the Association and the roofing industry. 

2. SOCIAL EVENTS COMMITTEE: Encourages interaction and participation of members in social settings.  The committee plans and coordinates recreational activities for members and their families throughout the year.  These may include, but are not limited to, annual gala, golf tournament, trap shoot, etc. 

3. EDUCATION/SAFETY COMMITTEE: Plans training and education programs and opportunities for members that will qualify for continuing education requirements for Licensed Contractor as specified by State law.  These programs will help educate contractors with regards to product applications, roofing issues, professional business management, safety issues, and OSHA compliance. 

4. HUMANITY COMMITTEE: Manages the charitable activities of the Association.  The committee supports local communities with meaningful projects, carries out community service projects and provides opportunities for the community to be involved with the Association.  The committee also oversees the management of the scholarship process. 

5. GOVERNMENT AFFAIRS COMMITTEE: Responsible for interfacing with the State and Local municipalities to avoid adverse governmental regulation of the building codes in Utah.  It maintains good relationships with these municipalities and provides communication flow, gathering, and distributing information that affects Association members.  Duties include contacting elected and appointed officials, lobbying and testifying at meetings and hearings. 

ARTICLE IX

Section 1: Acceptance:

Acceptance of these By-Laws shall be by a two-thirds vote of the active members in good standing at the 1995 Annual Membership Meeting and become effective April 1^st, 1995.

Section 2: Amendments:

The Board of Directors has authority to propose changes to these By-Laws by majority vote.  Prior to acceptance or implementation of proposed changes, written notice must be given to all members within thirty (30) days to oppose.  Opposing views must be submitted in writing to the Board of Directors within thirty (30) days.  Board of Directors will give consideration to these views and vote to accept or reject changes by a majority. 

ARTICLE X

Section 1: Dissolution:

The Association shall use its funds only to accomplish the objectives and purposes specified in the By-Laws and no part of the said funds shall be distributed to the members of the Association.  On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.