X
GO

DCA By-Laws

Article I
Name and Location

Section 1. Name. The Name of this Association shall be Distribution Contractors Association.

Section 2. Location. The principal headquarters of the Association shall be as directed by the Board of Directors.

Article II

Purposes

The mission of the Association is as follows:

(a) To enhance the proficiency and professionalism of members through the exchange of information.

(b) To make membership in the Association a reasonable assurance to the public of the skill, integrity and responsibility of its members.

(c) To maintain the standards of the distribution construction business at the level necessitated by its quasi-professional character and to establish members of the Association in the public mind as contractors who fulfill obligations in good faith.

(d) To promote more cordial and cooperative relations among individuals and firms engaged in distribution construction.

(e) To encourage efficiency among distribution contractors and their employees, and to promote good employee and labor relationships.

(f) To establish and promote Association standards to benefit the industry and, whenever possible, strive to influence regulations and events affecting the industry.

(g) To seek correction of injurious, discriminatory and unfair business methods practiced by or against distribution contractors.

(h) To eliminate as far as possible the occurrence of injury and death to employees of distribution construction firms.


Article III
Qualifications for Membership


Section 1. There shall be four (4) types of membership, namely: Regular, Associate, Industry, and Honorary.

Section 2. Regular Members. Any contracting firm engaged in the construction and maintenance of distribution pipelines, cable, horizontal directional drill and duct systems, and which has established a reputation for skill, integrity and responsibility, might apply for Regular Membership in the Association.

Section 3. Associate Members. Any individual, firm or corporation engaged in the business of manufacturing or selling materials, supplies, insurance, bonds, services or equipment for the construction or maintenance of distribution pipe lines, cable and duct systems may apply for Associate Membership in this Association.

Section 4. Industry Members. An individual who is retired from a member company, regularly employed as a consultant, an employee, officer, director or elected official of any corporation or governmental unit engaged in the distribution industry, and not deemed eligible for Regular or Associate membership by the Board of Directors. The Board of Directors may establish or change the procedure to be followed in approving such applications.

Section 5. Honorary Members. Individuals or corporation that have performed distinguished service for the Distribution Contractors Association or the distribution construction industry is eligible for nomination and election as Honorary Member. Nominees must receive a three-fourths majority vote of the Board of Directors. Directors who are the current representatives of the same company as the nominated individual or corporation shall recuse themselves from the voting on that Honorary Member Nominee. Honorary Members and their spouse/guest shall be exempt from meeting registration fees at association meetings.


Article IV
General


A. Representatives of Member Firms.

Membership of the contractor shall be in the name of the organization by which the contractor is doing business. Representatives of that organization who shall be eligible for election to the Board of Directors, or to the Nominating Committee shall be executive officials or part owners of their respective organizations and each organization shall designate their official representative for election to the Board of Directors or to the Nominating Committee.

B. Board of Directors.

Section 1. Composition. The affairs and management of the Association shall be conducted by the Board of Directors composed of one (1) Associate Member, one Alternate Associate Member and not to exceed thirteen (13) Regular Members of the Association, including: the Immediate Past President and one Past President Director selected by the other Past Presidents and one of whom should be a Director appointed at large by the Nominating Committee and approved by the Board of Directors. The Executive Vice President serves on the Board of Directors as the Chief Operating Officer of the association.

Section 2. Term of Office of Directors. The term of office of each Regular Member Director elected in accordance with Section E., 6, of this Article shall be two (2) years. The term of office of the Past President Director selected by the other Past Presidents, Immediate Past President and the Director at Large shall be one (1) year. At the completion of the one-year term the Director at Large will be eligible for re-election in accordance with Section B. 3, of this Article. Nothing herein is intended to preclude the nomination and election of one or more Past Presidents to the Board of Directors pursuant to the procedures set forth in Section E. of this Article.

Section 3. Election of Directors. Directors, with the exception of the: Immediate Past President, Director at Large and Past President Director shall be elected by secret ballot at the annual convention of the Association each year. Not more than one representative from each member firm may serve on the Board of Directors at any one time, nor more than two members of any multi-entity firm, with the exception being that a Past President Director selected to serve on the Board of Directors by the other Past Presidents in accordance with Section B. 1, of this Article shall be eligible to so serve if another representative of the same member firm is also serving as an Officer or Director.

Section 4. Vacancies. If vacancies occur on the Board of Directors through death, disability or resignation, the remaining members of the Board shall appoint successors to serve until the next election.

Section 5. Duties of the Board of Directors. The government and management of the affairs of the Association shall be conducted by the Board of Directors, subject to the approval or disapproval of the Regular Members in convention assembled. In order to disapprove or revoke any action taken by the Board of Directors, a two-thirds vote of the Regular Membership of the Association shall be necessary. The Board may make such rules as necessary for its own government, for its employees and for the Association, provided such rules are not in conflict with these by-laws. The annual report of the affairs of the Association shall be made annually to the Regular Membership.

Section 6. Meetings of the Board of Directors. The Board of Directors shall meet each year during the annual convention of the Association and may meet at any time or place thereafter, upon written request of four (4) members of the Board of Directors. As a matter of policy, the Board of Directors shall meet two (2) times between annual conventions. The Board of Directors may also act by correspondence in the following manner: The President of the Association may submit a proposal in writing to each member of the Board of Directors and request a written vote on the said proposal. The said written votes may then be tabulated by the Executive Vice President, and if sufficient votes are received to constitute a quorum, the votes shall be considered the official action of the Board of Directors on the submitted proposal.

Section 7. Quorum. At all meetings of the Board of Directors a quorum shall consist of seven (7) members thereof.

C. Officers.

Section 1. Composition. The officers of the Association shall consist of a President, a Vice-President, a Treasurer, Immediate Past President and an Executive Vice President. The President, the Vice President and Treasurer shall be elected by vote of the Regular Members. The Executive Vice President of the Association shall be employed by the Board of Directors at a salary to be determined by the Finance Committee and approved by the Executive Committee.

Section 2. Term of Office. Officers of the Association shall serve a term of one (1) year, or until their successors are elected. The President of DCA may not serve for more than one (1) consecutive year without the approval of a majority of the Board of Directors. In accordance with Article IV, B, 2, Past Presidents may be nominated and elected to the Board and may, in accordance with Article IV, Section E, be nominated and elected as an officer of the Board, including President.

Section 3. Duties of the President and Vice-President. The President of the Association shall preside at all meetings of the Board of Directors and of the membership and shall perform such other duties incidental to the office, or which are delegated by the Board of Directors. The President shall exert those leadership responsibilities and demands associated with the Presidency and shall be responsible for the actions of all committees appointed by the Board of Directors. In the event of the death, disability or resignation of the President, the Vice-President shall succeed as President.

Section 4. Duties of the Treasurer. The Treasurer of the Association shall keep account of all transactions pertaining to this office and make a full report thereof at each Annual Convention of the Association. The usual duties pertaining to the office of Treasurer shall be performed by the Executive Vice President provided, however, that the Treasurer may require such data or reports deemed necessary by him from the Executive Vice President in order to faithfully perform the duties of his office.

Section 5. Duties of the Executive Vice President. The Executive Vice President of the Association shall be approved by the Board of Directors upon selection by the Executive/Finance Committee or another committee appointed by the Board of Directors. The EVP will be a non-voting member of the Board of Directors. The EVP shall always be subject to the instructions of the Board of Directors and shall keep a record of all proceedings of the Board of Directors. The EVP shall inform all members of current events and upcoming regulations, which may affect the industry. The EVP will attend all committee meetings or designate a member of the DCA staff to attend and serve as liaison to the committee. DCA staff shall keep and distribute minutes of the meeting to members of the committee. The EVP shall also serve as Secretary of the Association.

D. Committees.

The President of the Association, subject to the approval of a majority of the Board of Directors, shall appoint from time to time such committees, as he may deem appropriate.

E. Nomination and Election of Officers and Board of Directors.

Section 1. Officers and Directors of the Association shall be nominated by a Nominating Committee consisting of six (6) members. The Nominating Committee shall be determined in the following manner: The Regular Members, at the annual convention each year, shall elect four (4) Past Presidents who are actively associated with a Regular Member firm engaged in the distribution construction industry, to serve on the Nominating Committee. The fifth and sixth members of the Nominating Committee shall be the current President of the Association and the Immediate Past President. The Executive Vice President shall be present at each meeting of the Nominating Committee.

Section 2. A Nominating Committee, as determined by the procedure set forth in Section 1 herein above, shall serve for one (1) year, or until the next election of officers and directors. The Nominating Committee shall, before the next meeting at which officers and directors are to be elected, nominate one (1) candidate for each of the following offices: President, Vice President and Treasurer. The Nominating Committee shall also nominate no more than twice as many candidates as are necessary to be elected to the Board of Directors and one Director at Large, in order to make a full complement of the Board.

Section 3. There shall be no restriction against the Nominating Committee’s nominating members of said committee as candidates, except for the position of President as provided in Article IV.

Section 4. Officers of the Association shall also be Directors. Those nominated for one of the offices of the Association not already Directors must have previous service as a Director. The Nominating Committee shall nominate only as many candidates for Officers as are necessary to make the full complement of the Board.

Section 5. The Nominating Committee shall announce its nominations at the annual business meeting of the Regular Members of the Association during the Convention, and ballots will be distributed to Regular Members, listing the candidates nominated by the Nominating Committee. Any Regular Member of the Association may nominate another candidate or candidates, other than those named by the Nominating Committee, providing two (2) other Regular Members second such nominations. In such event, the candidate or candidates nominated by this procedure shall also be listed on the ballot.

Section 6. The Regular Members shall then vote, each Regular member being entitled to one vote for each officer, and candidates for Director receiving the highest number of votes shall be elected Directors.

Section 7. At the Annual Convention, the President shall appoint an Election Committee, composed of three (3) Regular Members in good standing who are not members of the Nominating Committee, and this committee shall tabulate the ballots and immediately thereafter report the results of the tabulation to the convention.

Section 8. Associate Member Director. In addition to the Regular Member Directors provided for in this Article, there shall be one (1) Director Representative of the Associate Members and one (1) Alternate Associate Member Director. The Associate Member Director shall be elected by the Associate Members in a meeting assembled at the Annual Convention; each Associate Member Company shall have one (1) vote. The candidates for Associate Member Director shall be those nominated by the Associate Member Nominating Committee (comprised of a company representative from the previous four (4) director companies, the current Associate Member Director and the Executive Vice President). The election will be certified and accepted by the Association President.

The term of office of the Associate Member Director and the Alternate Associate Member Director will be for a period of two (2) years. The terms of office shall expire on alternating years.

Article V
Meetings of the Membership


Section 1. Annual Convention. An Annual Convention of the Association shall be held at a date and place to be determined by the previous conventions or by the Board of Directors.

Section 2. Special Meetings. Special meetings of the membership may be called at any time by the President of the Association or upon written request of twenty-five percent of the Regular Members in good standing.

Section 3. Quorum. At all meetings of the Regular Members of the Association, a quorum for the transaction of business shall consist of a majority of the total membership.

Section 4. Voting. Each Regular Member of the Association shall be entitled to one vote. In the case of a partnership or corporation, a representative from such firm may cast the vote for such member. Associate, Industry and Honorary Members shall not be entitled to vote, but may discuss any issue before the meeting when called upon by the President.

Article VI
New Members


Section 1. Applications. Applications for membership in the Association shall be submitted by the applicants in writing to the Executive Vice President. The applications shall be submitted on such form or forms decided upon by the Board of Directors. Multi-entity companies that maintain or apply for Regular Member status of a minimum of three (3) companies will be eligible for reduced annual dues for any additional applicant companies as prescribed by the Board of Directors.

In the case of Honorary Members of the Association, no application shall be necessary and such members shall be elected by three-fourths vote of the Board of Directors.

Section 2. Investigation of Applications. Upon receipt of an application for Regular Membership, the Executive Vice President shall report this fact to the President and Board of Directors and shall thereafter make such investigation as may be appropriate to determine the qualifications of the applicant.

Section 3. Acceptance. Upon completing the investigation, the Executive Vice President shall report the results thereof to the Board of Directors, whereupon such application for membership shall be considered by the Board of Directors in accordance with the provisions of Article III, Section 2. A majority vote of the Board of Directors shall be sufficient to approve an application for membership.

Article VII
Notification of Change in Membership


Section 1. Resignation. Any member may withdraw or resign from the Association at any time.

Section 2. Change in Status of Member. In the event an individual, firm partnership or corporation holding a membership in the Association shall make a change in the business title or firm name, then such member shall at once notify the Executive Vice President and if satisfactory assurance is given to the Board of Directors that a change in the membership of the firm has not taken place, then the new name shall be entered in the records of the Association without affecting the standing of the member.

Any change in the members of a partnership or in the prominent ownership of a corporation shall terminate such membership in the Association. However, the new members of the partnership or the new officers of the corporation may again become members of the Association by making application therefore and such applications shall have priority consideration.

Section 3. Expulsion. Any Regular Member accused in writing by another member of improper practices or acts injurious to the interest of this Association shall have an opportunity to answer said charges in writing, and both arguments shall be submitted to the Board of Directors for a decision. A two-thirds majority of the Board of Directors shall be necessary to suspend or expel a member of the Association. If said member appeals from the decision of the Board of Directors to the Regular Membership as a whole, a two-thirds vote of the Regular Members shall be required to nullify any action taken by the Board of Directors.

Section 4. Reinstatement. If the membership of any Regular Member is terminated for any reason, application for reinstatement must be made in the same manner as an application for new membership. At the time such application for reinstatement is made, such applicant shall also tender minimum dues for the year or years during which the applicant was not a member.

Article VIII
Use of Seal or Emblem


Any member of the Association shall be entitled to the use of the seal or emblem of the Association.

Article IX
Dues and Assessments


Section 1. All fees and dues payable by Members shall be reasonable. The amounts of such fees and dues, the periods covered thereby and the manner of payment thereof shall be determined from time to time by a majority vote of the Board of Directors.

Section 2. Assessments. Such assessments as are decided upon by a majority of the Board of Directors for specific purposes shall be paid by the Regular Membership.

Section 3. Time for Payment of Dues. The dues of Regular and Associate Members shall be due and payable each calendar year.

Section 4. Non-Payment of Dues. Failure on the part of any Regular member or Associate Member to pay annual dues or assessments in accordance with Sections 2 and 3, herein above, shall result in termination of membership; provided, however, that the Board of Directors may, in its discretion, extend the time of payment of such dues or assessments upon proper application being made thereof.

Article X
Not-For-Profit and Dissolution


Section 1. The Distribution Contractors Association is not organized for pecuniary profit and shall not declare dividends. No part of the dues, fees or other monies collected by the Association shall inure to the benefit of any member of the Association.

Section 2. Upon dissolution of the Association, any unexpended funds, properties or other assets on hand at the time shall be distributed to charitable or educational institutions, to be selected by the Board of Directors.

Article XI
Amendments


The by-laws of the Association may be amended at any time upon a two-thirds majority vote of the Board of Directors.


Revised:

2/24/65. 2/28/68, 1/30/70, 2/17/71, 2/21/73, 1/25/75, 2/21/78, 2/28/79, 2/22/84, 8/26/84, 2/26/86, 11/11/86, 11/8/89, 8/1/91, 2/27/92, 2/21/93, 7/20/95, 11/14/02, 7/10/05, 7/19/07, 10/27/09, 7/13/10, 9/12/10