CONSTITUTION

ARTICLE I - NAME

The name of this organization shall be the Michigan Concrete Association (MCA) and areas included shall be bounded as follows: State of Michigan.

ARTICLE II - PURPOSE

The purposes of this organization shall be:

1. To provide opportunities for all members to solve problems of common concern.
2. To provide services which are more effectively performed by group action than by individual action.
3. To conduct investigations, studies and research and to communicate results to MCA members and others.
4. To develop closer ties between the MCA and other industries and organizations with similar objectives.
5. To promote and encourage the use and consumption of the industrys products.

ARTICLE III - LIMITATIONS AND RESTRICTIONS

Never adopt rules or regulations to stifle competition, limit production, restrain trade, and regulate prices or pool profits. Never use coercive or discriminatory practices to induce individuals or companies to join the Michigan Concrete Association.

ARTICLE IV - MEMBERSHIP

Section 1. Categories. There are nine categories of membership: Ready Mixed Concrete Producers; Cement Companies; Admixture Companies; Aggregate Suppliers; Equipment Dealers; Concrete Contractors; Engineering Consultants; Concrete Products Manufacturers; and the combined group Financials Services, Consultants, Haulers, and Insurance Providers.

Section 2. Eligibility.

a. Any person, firm or corporation regularly producing and selling ready mixed concrete in the State of Michigan shall be eligible for Producer membership.

b. Any person, firm or corporation engaged in the manufacture or sale of equipment, material or machinery used by the ready mixed concrete industry; or in the publication of trade, technical or other journals of interest to the ready mixed concrete industry; or members of technical and professional societies and organizations interested in the ready mixed concrete industry, or provide services to the ready mixed concrete industry, shall be eligible for membership in the Association. Any concrete related contractor; including, but not limited to, general contractors, flatwork contractors, paving contractors, tilt­-up contractors, forming contractors, poured wall contractors, pumping contractors, sawing contractors, cast-in-place building contractors, shall be eligible for membership in the Association. Any concrete products manufacturer, including, but not limited to, pre-casters of burial vaults, tanks and specialty items; manufacturers of pre-cast/pre-stress structural elements, such as beams and walls; and block manufacturers shall be eligible for membership in the Association.

Section 3. Applications for Membership. Application must be made in writing to the Board of Directors using a form approved by the Board. The applicant agrees to accept and be governed by the Constitution and Bylaws of the Association and to pay dues as assessed by the Board of Directors. Membership in this Association is approved by a majority vote of the Board of Directors; the decision of the Board is final.

Section 4. Termination of Membership.

a. Non-Compliance. If a member fails to comply with membership requirements, after a majority vote of the Board of Directors, membership will be terminated.

b. Withdrawal Method. Any member whose dues are paid in full may withdraw from membership by giving written notice to the Association. Memberships are not transferable except by vote of the Board of Directors.

c. Non-Payment of Dues. If any member fails to pay their dues within sixty (60) days after the due date, provided that due notice was given, the Board of Directors shall terminate his membership. Notice for Non-Payment Schedule: 1st notice: 8/15, 2nd notice: 8/31, Termination: 9/15.

Section 5. Reinstatement of Membership. Whenever membership has been terminated for non-payment of dues, such member may be reinstated upon the payment of the back dues, unless the Board

Directors determine that the party is ineligible for membership.

ARTICLE V - BOARD OF DIRECTORS

Section 1. Authority and Responsibility. The governing body of this Association is the Board of Directors. The Board of Directors supervises, controls, and directs the affairs of the Michigan Concrete Association; determines its policies, supervises the disbursement of funds, and is responsible for interpreting the Constitution and Bylaws.

a. The Board of Directors shall have the authority to make appointments to replace any Director who for any reason is not able to complete his term.

b. Whenever a majority of the Board of Directors, in a regular or special meeting assembled, shall determine that any member has committed a violation of any of the Articles of the Constitution or Bylaws, they may enact any disciplinary measure it deems advisable; provided that 1) written notice of the proposed action of the Board be mailed to the member or members concerned, and that 2) the member, or members, subject to the proposed action be allowed to appear before the Board to show why the disciplinary action should not be enacted.

Section 2. Composition. The Board of Directors shall consist of at least twelve (12) elected members. All members of the Board of Directors shall be active representatives of member companies. In addition, a retiring Chairman shall serve as Director-at-Large of the Association for a term of one (1) year. Eight (8) of the twelve elected directors shall be from producer member companies. At least two (2) of the directors must be from cement company members.

Section 3. Terms of Service. Members of the Board of Directors shall be elected for a term of three (3) years, with no more than one-third (1/3) of the Directors rotating off each year. The term of Directors shall begin/end on the first day of the annual meeting (winter). No Board member, who has served a full three (3) year term, shall be eligible for re-election until he has been inactive as a Board member for at least one (1) year. At the discretion of the Board of Directors, a Director who has been appointed to fill out the term of another and has completed the original commitment may fulfill an additional three year term. Any Board of Directors member, who misses two consecutive Board of Directors meetings without an excused absence, may be replaced upon the majority vote of the Board.

Section 4. Election of Board Members.

a. Nomination. The current Board of Directors shall nominate individuals to become new Directors. Nominations, other than those made by the Board of Directors, may be made in writing, signed by two (2) voting members in good standing and submitted to the Board of Directors, not less than one (1) month prior to the Annual Meeting (winter).

b. Ballots. The Director of Administration shall have prepared an Official Ballot to be mailed to all voting members in good standing no less than two (2) weeks prior to the Annual Meeting (winter) which shall be returnable not less than five (5) days before the Annual Meeting. The Director of Administration shall count the ballots and report the results to the general membership at the Annual Meeting (winter). A majority vote of those voting shall be sufficient for election. All ballots shall be retained by the Director of Administration until the new officers are installed.

c. Voting Members. All member companies of the Association shall be voting members and each member company shall have one (1) vote.

Section 5. Officers. The duties of the elected officers may be modified by the Board of Directors:

a. Terms of Service. The Board of Directors shall annually elect four Officers: Chairman, Vice-Chairman, Treasurer, and Executive Committee Member at Large. The Chairman, Vice-Chairman and Treasurer shall be from producer member companies. At the discretion of the Board of Directors, the Executive Committee Member at Large may be selected from a non-producer member company. If this should occur, they would serve a two-year term on the Executive Committee and would not progress to other officer positions nor would become eligible to become Chairman. The terms of service of the officers, and the directors of the Board shall end on the first day of the annual meeting (winter).

b. Duties.

i.  Chairman. The Chairman shall preside at all meetings of the Board of Directors, Executive Committee, and the Membership.

ii. Vice Chairman. The Vice-Chairman shall perform the duties of the Chairman in the  event  of the vacancy in said office until such vacancy is filled in accordance with this Constitution.

iii. Treasurer. The Treasurer shall oversee MCA funds and records; the collection of members' dues and/or assessments; the establishment of proper accounting procedures; the annual report of the financial condition of MCA at all meetings of the Board of Directors, and at other times as called upon by the Chairman of the Board. In the absence of the Treasurer, an assistant Treasurer, or other person appointed or elected by the Board of Directors, may temporarily exercise the rights and perform the duties of the Treasurer.

Section 6. Executive Committee. The Executive Committee shall be composed of the Chairman, Vice-Chairman, Treasurer, Immediate Past Chairman, and an Executive Committee Member at Large. After serving on the Executive Committee for one year, the Member at Large will become the Treasurer and rotate through the officer cycle unless they are from a non-producer company as detailed in Section 5 a. above. The responsibility and function of the Executive Committee shall be to accomplish the objectives and goals of the Association and to carry out of the policies of the Board of Directors. The Executive Committee shall also be responsible for the daily operation of the Association and shall be accountable to the Board of Directors. The powers of the Executive Committee shall be limited to those granted them by the Board of Directors. Under no circumstances shall they exercise powers which have been specifically granted to the Board of Directors in the Constitution and Bylaws.

ARTICLE VI - DIRECTOR OF ADMINISTRATION

Section 1. Terms of Service. The Director of Administration shall be appointed by the Board of Directors, but need not be a representative of a member company. The Director of Administration shall be bonded with sufficient security in such amount as may be required by the Board of Directors for the faithful performance of his duties.

Section 2. Responsibilities. He shall attend all meetings of the members of the Executive Committee and of the Board of Directors and shall record all its proceedings. The Directors of Administration shall also be the custodian of the Association records. Under the direction of the Chairman, the Director of Administration shall give notice of all meetings of the Members, Executive Committee, and Board of Directors as detailed in this Constitution. He shall conduct all correspondence and under the direction of the Chairman, shall execute all orders, votes, resolutions and decisions of the Members, Executive Committee, and Board of Directors unless otherwise specifically directed. The Director of Administration shall keep a list of the members of the Association and shall be responsible for sending statements of all dues, fees and assessments, which shall be payable to the Association, and shall perform all other duties, which may be entrusted to him by the Chairman, the Executive Committee, or Board of Directors. In the absence of the Director of Administration, any other person appointed or elected by the Board of Directors, may temporarily exercise the rights and perform the duties of the Director of Administration. It shall be the duty of the Director of Administration to draw up a yearly budget not less than thirty (30) days prior to the beginning of the fiscal year and have it approved by the Executive Committee. This budget is to be submitted to the Board of Directors for their approval not less than twenty (20) days prior to the beginning of the fiscal year.

ARTICLE VII - QUORUM

For the transaction of business, a quorum of this Association shall not be less than 33% of the total active members. A quorum of its Board of Directors shall be seven (7) voting members. A quorum of its Executive Committee shall be three (3) voting members.

ARTICLE VII - INDEMNIFICATION

The Association shall indemnify officers, directors, volunteer directors, employees, and committee and subcommittee members (whether members of the Association or not) who serve at the request of the Association to the fullest extent possible under the Michigan Non-Profit Corporation Act, as now or hereafter amended.

ARTICLE VIII - AMENDMENT

Amendments to these articles may be made at any regular meeting, or special meeting called for the purpose, by a vote of at least two-thirds of the members present and voting, provided, however, that notice of amendments in writing shall have been distributed to the membership not less than ten (10) days prior to the meeting at which the amendments are to be considered.

BY-LAWS

ARTICLE I - MEETINGS

Section 1. Annual Meeting. The Annual Meeting shall be held in the first quarter of the calendar year at the place and on the days to be designated by the Executive Committee or Board of Directors. Notice of the time and place of the Annual Meeting shall be given in writing to all members at least fifteen (15) days prior to the date of the meeting.

Section 2. Special Meetings. special meetings may be called by the Chairman at his discretion, upon written requests of a majority of the Board of Directors, or upon written requests of twenty per-cent (20%) or more of the members, provided that the request specifies the object of the meeting. Notice of such meeting shall be mailed to all members by the Director of Administration not less than fifteen (15) days prior to the date of the meeting.

Section 3. Voting. Each member shall be entitled to vote, in-person or by proxy, at any meeting of the Association. No proxy shall be voted or allowed for more than sixty days from its date.

Section 4. Quorum. No business shall be conducted unless a quorum is present.

Section 5. Attendance at Board Meetings. Any member shall be entitled to attend the meetings of the Board of Directors. At the discretion of the presiding officer, members shall have the privilege of the floor.

ARTICLE II - DUES

Section 1. The dues for members of the Association shall be determined from year to year by vote of a majority of all the Board of Directors.

Section 2. The dues for the ensuing year shall be payable annually or semi-annually. The Director of Administration shall be responsible for mailing to each member a statement of dues for the prescribed interval, and it shall be the duty of each company to complete this statement to accurately reflect its annual dues.

ARTICLE III - FISCAL YEAR

The fiscal year shall begin on July 1 of each year and shall end on June 30 of the next year.

ARTICLE IV - CHECKS, DRAFTS, NOTES, ETC.

All checks for an amount greater than one thousand dollars ($1,000.00) must be signed by the Director of Administration and a member of the Executive Committee. Checks in the amount of one thousand dollars ($1,000.00) or less may be signed by the Director of Administration or a member of the Executive Committee. No checks may be signed unless the amount and payee are accurately and fully stated.

MICHIGAN CONCRETE ASSOCIATION CONSTITUTION & BYLAWS

Constitution and Bylaws initially approved May 14, 1952 at the First Annual Meeting.

• Amended April 13, 1954
• Amended April 11, 1957
• Amended March 24, 1958
• Amended March 10, 1976
• Amended February 20, 1980
• Amended November 5, 1980
• Amended August 13, 1982
• Amended August 19, 1983
• Amended December 10, 1986
• Amended August 7, 1987
• Amended December 9, 1987
• Amended August 5, 1988
• Amended August 11, 1990
• Amended January 12, 1994
• Amended August 6, 1998
• Amended May 30, 2000
• Amended November 15, 2003

The purpose of this organization shall be the Michigan Concrete Association (MCA) and areas included shall be bounded as follows: State of Michigan.