Constitution and by-laws of the Oklahoma Ready Mixed Concrete Association, Inc.
Revised April 9, 2020
ARTICLE I – Name and Location
Section 1. The name of this organization shall be OKLAHOMA READY MIXED CONCRETE ASSOCIATION, INC.
Section 2. The principal office of the Association shall be within the State of Oklahoma.
ARTICLE II – Purpose
Section 1. The purpose of the Association shall be to provide an instrumentality through which the members of the ready mixed concrete industry in the State of Oklahoma may coordinate their efforts in the handling of problems of common concern, some of which are outlined below:
- To establish and to maintain the highest standards of business practices, customs and usages among its members.
- To protect and advance the interest of the ready mixed concrete industry.
- To represent and act for the industry before all divisions of government, and those public and private organizations whose work efforts affects the ready mixed concrete industry
- To do everything possible to improve the use of the products of the industry.
- To develop and maintain relationships with universities and colleges.
- To represent the industry before the architects, engineers and other professional groups which are concerned with specifications and tests methods which affect the industry.
- To promote and expand the use of ready mixed concrete
- To assist the members of the Association to achieve their goal of operating profitable and successful businesses.
- In general, to perform such acts and services for the Industry where group rather than individual action is the more effective method of procedure.
ARTICLE III – Membership
Section 1. Any person, firm, limited liability company or corporation engaged in the production of ready mixed concrete in the State of Oklahoma shall be eligible for active membership in the Association.
Section 2. Any person, firm, limited liability company or corporation engaged in the manufacture or sale of equipment, materials or services used by the ready mixed concrete industry in the State of Oklahoma, or in the publication of trade, technical or other journals of interest to the Oklahoma ready mixed concrete industry, or members of technical and professional societies shall be eligible for associate membership in the Association.
Section 3. Any person that was an active member of the Association for ten or more continuous years, may be eligible for an affiliate membership, subject to that person serving on one of the committees of the Association.
Section 4. Applications for active or associate membership in the Association shall be made in writing to the Membership Committee upon a form approved for that purpose. Upon approval of the application, the applicant shall agree to abide by the Constitution and By-Laws of the Association
Section 5. The Board may specifically grant Honorary Lifetime Memberships to those individuals who have given outstanding service to the Association.
Section 6. Any firm having a common ownership with two or more memberships or, with more than one membership, will be entitled to only one voting membership. The highest governing firm shall designate a “delegate” to cast their one vote.
ARTICLE IV – Membership Dues and Budget
Section 1. Annual dues for active members, associate members and affiliate members shall be prescribed by the Board of Directors on such basis as the Board may determine.
Section 2. At its annual meeting, the Board of Directors shall approve a budget covering activities of the Association for the ensuing fiscal year. The budget to be considered will have been prepared and submitted by the Finance Committee.
Section 3. Dues shall be payable in advance annually, beginning July 1.
Section 4. Members whose dues are not paid within ninety (90) days of the date due shall be dropped from the membership in the Association.
ARTICLE V – Meetings of Members
Section 1. There shall be at least one meeting of the membership of the Association each year. The date and place of such meeting shall be fixed by the Board of Directors. The call of the meeting, stating the place and date thereof, shall be given by notice mailed to members of the Association at least 30 days prior thereto.
Section 2. Special meetings of members shall be called by the President upon the written request of a majority of the members of the Board of Directors or shall be called by him upon written request of twenty-five percent (25%) or more of the members, provided in all such cases that the request specifies the object of such meeting. Written or printed notice of special meetings, specifying the object thereof, shall be mailed to member companies at least seven (7) days prior to the date of such meeting.
Section 3. At any annual meeting or special meeting of the Association, only one representative of each member shall be entitled in person or by proxy to one vote, but no proxy shall be voted or allowed for more than sixty days from its date. Associate members shall have the privilege of the floor, and shall be entitled to enter into discussion or any question at any annual meeting or special meeting of the Association, but they shall not have the right to vote unless he or she is a Director.
Section 4. At all duly called meetings of members, quorum shall consist of twenty five percent (25%) of the members there present or represented by proxy who shall have power to act upon all matters properly before the meeting. No official business may be transacted unless a quorum is present in person or by proxy.
Section 5. At any special meeting with a quorum present, only such matters as are specified in the call may be acted upon.
Section 6. No person other than members of the Association, or officers or employees of a firm or corporation which is affiliated with the Association, shall be admitted to any meeting of the members of the Association, except with the permission of the Chairman of the such meeting.
ARTICLE VI - Board Of Directors
Section 1. The Board of Directors shall consist of the following:
- There shall be no more than nine (9) producer members and no more than six (6) associate members of the Board of Directors elected in accordance with the provisions of Section 2 of this Article.
- The President, the First Vice President, the Second Vice President, and Secretary/Treasurer of the Association.
- The immediate Past President of the Association
Section 2. The Directors shall be elected sixty (60) days prior to the annual membership meeting by letter ballot of the voting membership. One third (1/3) of the producer directors and one third (1/3) of the associate directors shall be elected annually for a term of three (3) years. The Board of Directors may adjust the term(s) of the members of the Board of Directors presently serving to insure that only one third (1/3) of the directors are elected annually.
Section 3. Retiring members of the Board shall be eligible for reelection to the Board
Section 4. The Board of Directors shall have power to fill all vacancies occurring on the Board, and among the officers of the Association, whether caused by death, resignation, or removal. Such vacancies shall be filled by a vote of the majority of the members of the Board, and such election shall be deemed to be only for the balance of the unexpired term. Such appointees shall be eligible, upon completion of the unexpired term, for election to the Board of Directors for a full three year term.
Section 5. At any meeting of the Board of Directors as defined in Section 1 of this Article, a majority must be present in person or under emergency conditions via video conference, to constitute a quorum for the transaction of business.
Section 6. The Board of Directors shall hold not less than four meetings each year. Special meetings of the Board may be called at any time by the President, or shall be called by the President upon the written request of two members of the Board, but, in either case, upon due notice as hereinafter provided.
Section 7. Due notice, as used in this Article, means notice by personal telephone call, fax, email, or by mail dispatched at least seven business days prior to the meeting. Actual attendance at such meetings, or a duly executed proxy, or a waiver of notice executed in writing of such meeting shall be deemed to satisfy the requirements for due notice.
ARTICLE VII. – Administration
Section 1. The Board of Directors shall have full responsibility for the conduct, management, policies and control of Association affairs, within the limits and authority prescribed by the Constitution and By-Laws of the Association.
Section 2. The President shall have the right, whenever in his judgment the circumstances require immediate decision, to submit questions involving Association policy by letter ballot to the Board of Directors.
ARCTICLE VIII – Officers
Section 1. Officers of the Association shall consist of a President, a First Vice President, a Second Vice President and a Secretary/Treasurer. They shall be elected by the Board of Directors at least sixty (60) days prior to the annual membership meeting and shall be installed at the close of the annual meeting and shall immediately assume their duties.
Section 2. The President shall preside at all meetings of the Board of Directors and of the members. He shall appoint, subject to the approval of the Board of Directors, committees of the Association and he and the First Vice President shall be an ex-officio member of all committees and subcommittees. The President shall perform such other duties as may be delegated to him by the Board of Directors.
Section 3. The First Vice President, in the absence of the President, shall act for the President with the full authority granted in Section 2 hereof. In the absence of both the President and the First Vice President, the Second Vice President shall act for the President in accordance with the provisions of this Section.
Section 4. The Secretary Treasurer and Finance Committee shall keep full and correct accounts of the receipts and disbursements of the Association, and shall deposit all monies and valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Secretary Treasurer shall be Chairman of the Finance Committee, and shall render to the Board, at the annual meeting and at such other times as it shall require, an accounting of the finances of the Association.
Section 5. The Board of Directors is authorized to appoint or terminate staff personnel as are necessary to transact Association business. The duties and compensation to be paid to members of the staff shall be determined by the Board of Directors upon the advice of the Finance Committee.
Section 6. Members of the Board of Directors and Association officers provided for in Section 1 of this Article shall serve without compensation.
ARTICLE IX – Finance Committee
Section 1. Purposes – To provide the capital and financial control required to successfully operate the program of the Association.
Section 2. The Secretary Treasurer of the Association shall serve as chairman of this committee. Three (3) other members will be appointed by the President.
Section 3. Once each year, the committee will prepare a budget of revenues and expenses to be submitted for the approval of the Board of Directors to cover the activities of the Association for the ensuing year.
Section 4. The committee shall see that records are maintained to properly account for the revenues and expenses including preparation of monthly financial statements. An accounting of the finances of the Association shall be rendered to the Board of Directors at the annual meeting and at such other times as requested by the Board.
Section 5. The committee will recommend the dues structure for active and associate members to the Board of Directors for their approval.
Section 6. The committee will advise and help other committees in any matter regarding finances.
ARTICLE X – Membership Committee
Section 1. Purpose – To encourage active membership in the Association for all those eligible.
Section 2. The First Vice President of the Association will be the Chairman of this committee. The President will appoint a minimum of two (2) other members.
ARTICLE XI – Nomination Committee
Section 1. Purpose – To recruit a slate of willing candidates for the Board of Directors. Directors are to be elected by letter ballot by the voting membership of the Association.
Section 2. The Second Vice President of the Association will be the Chairman of this committee. The President will appoint a minimum of two (2) other members.
ARTICLE XII – Other Committees
Section 1. Other committees may be appointed as needed. The President will appoint the Chairman and members of each committee.
ARTICLE XIII – Amendments
Section 1. This Constitution and By-Laws may be amended at any meeting of the Association, annual or special, by a vote of two thirds (2/3) of the member’s present or represented by proxy. Notice of any proposed amendment shall be furnished to the President in writing by no less than three months before the meeting that such amendment will be voted upon. Copies of the amendment shall be mailed by President to every member of the Association at least thirty (30) days before the meeting at which such amendment is to be voted upon.
ARTICLE XIV – Parliamentary Procedure
Section 1. Roberts’ Rule of Order, Revised, shall be standard authority for the conduct of all meetings.
ARTICLE XV – Dissolution
Section 1. This organization shall use and distribute its funds only to accomplish the purpose or purposes specified in the By-Laws and no part of said funds shall inure to the benefit of any member, director or individual. In the event of the dissolution of this organization, or the ceasing to carry out the objective and purposes herein set forth, all property and assets of the organization shall be distributed to such non-profit organizations of like purposes as selected by the Board of Directors.