ARTICLES OF INCORPORATION AND BY-LAWS
of the Pennsylvania Land Improvement Contractors Association, Inc. as Amended March 16, 2014
The purpose or purposes for which the Corporation has been organized are to promote private free enterprise in the field of land improvement contracting and related industries, to make the general public aware of the need as well as the benefits of proper water management and land improvement practices, to encourage the development of high standards of workmanship among the land improvement contractors of Pennsylvania in cooperation with such local, county, state, and federal agencies that have mutual interests and to develop a feeling of unity and harmony among the Corporation, as a business league under Section 501 @(6) of the Internal Revenue Code.
The name of this Association shall be the Pennsylvania Land Improvement Contractors Association, Inc. here-in-after called, PLICA.
The purpose of PLICA, is to promote private free enterprise in the field of land improvement contracting, and to develop a feeling of unity and harmony among contractors through social, educational and business programs, so members can learn to become better contractors and be compensated for a high standard of quality workmanship. To cooperate with local, county, state, and federal agencies that have a mutual interest.
The PLICA shall be non-sectarian, non-partisan and for non-profit. To sponsor only high quality work and workmanship of the individual companies. Quality work governed by proper specifications and proper installations.
Section 1. Qualification:
Membership is open to all Persons, Firms, Corporations, Associations, that are engaged in Land Improvement, and other contracting that perform work to promote Soil, Natural Resource Conservation and Rehabilitation and Water Conservation, and to control and prevent Soil Erosion, Depletion and Misuse of Natural Resources and Soil and Water Contamination and Pollution, and are residents or Non-Residents of The Commonwealth of Pennsylvania.
Section 2. Classification:
Active Membership. Any individual Contractor, Partnership, or Corporation who have a definite and ascertainable interest in Soil, Water, and Natural Resource Conservation.
Associate Membership. Any individual, contractor, partnership or corporation actively engaged in manufacturing or selling materials, equipment, supplies, services or related items pertaining to land improvement. With one (1) vote per entire associates group, to be appointed by all associates.
Affiliate Membership. Any person or persons, or firms interested in furthering the purpose of PLICA. Without vote.
Honorary Membership. Regular members retired from active contracting business or other person or persons nominated by the Board of Directors- Without vote.
Section 3. Resignation – Forfeiture- Reinstatement:
Resignation. Upon written request, a member may submit a letter of resignation from Membership in PLICA.
Forfeiture. By a 2/3 vote of the PLICA Board of Directors present and voting may suspend or expel a member for cause, after a hearing.
Reinstatement. Upon written request, filed with the Executive Director of PLICA. Board of Directors present and voting may, by a ¾ vote, reinstate a member to active membership, upon such terms as appropriate.
Dues – Initiation Fee – Special Assessments
Section 1. Annual Dues. Dues are payable in advance annually. Written notices shall be sent out by October 1st of each year, and paid by December 31st each year. (Fiscal Year Nov. 1st thru October 31st)
- Active members. $300.00 per year in advance beginning Nov. 1st of that year.
- Associate Members. $250.00 per year.
- Affiliate Members. $50.00 per year.
Section 2. Initiation Fee. Initiation Fee, if any shall be determined by the Board of Directors.
Section 3. Special Assessment. Special Assessment shall be made only by ¾ vote majority vote of the Board of Directors at any regular or special meeting provided all members of PLICA have been notified 21 days prior to the meeting.
Section 4. Expired Membership should cease by January 31st, if dues are not paid.
Officers and Elections
Section 1. Name. The officers of PLICA shall be a President, a Vice-President, a Treasurer, Chairman of the Board of Directors and such other officers or assistant officers as may be required by the PLICA.
Section 2. Eligibility. Each officer shall be an Active Member of PLICA in good standing.
Section 3. Term. Each officer shall serve for a term of one year or until a successor is elected. May serve for more than one (1) term.
Section 4. Nominations. Each Officer shall be nominated by the Nominating Committee or at the State Annual convention. Nominations may be made from the floor, providing the member holds active membership and has consented to be a candidate.
Section 5. Election. The election of officers shall be held at the Annual Meeting of PLICA. One or three needed tellers may be appointed by the President prior to the election. Voting may be secret ballot or voice. Any three (3) members may call for a secret ballot.
Section 6. Vacancies. Vacancies shall be filled by the Board of Directors or the Executive Committee.
Duties of the Officers
Section 1. President. The President shall be the Chief Executive of PLICA, shall preside at all PLICA meetings, and meeting of the Executive Committee. He/She shall serve as Ex-Officio of all committees, with vote, except the Nominating Committee. He/She shall have general and active management of the affairs of PLICA and approve all programs of work. He/She shall:
- Be responsible to see that all orders and resolutions of the Board are carried out.
- Execute bonds, mortgages, and other documents requiring a Seal of PLICA.Delegate specific powers to any officer of PALICA in consultation with the Board of Directors.
- Appoint and coordinate all committees except the Annual Meeting Committee.
Serve as Chairman and preside at the Board of Directors meetings in the absence of the Chairman of the Board.
Conduct the Annual Business meeting of PLICA.
Exercise full authority over the Headquarters Office.
Work with Region I Vice-President.
Select the dates for the Board of Directors meetings.
Shall serve as representative of PLICA at all National Meetings/Conventions. Should President be unable to attend said meeting/convention, he/she shall appoint a substitute from states membership, preferably from the Board of Directors for first consideration. Compensation for attending National Meetings/Conventions Expenses to be included are lodging, travel/mileage (not to exceed the maximum rate of reimbursement per mile set by the Federal Government), registration fees for conventions and meetings as well as any meals that aren’t included while attending said conventions and meetings. Expenses not expressly implied under Article VII, Section 1, J, may be paid by a vote of the Board of Directors on submitted request with accompanying receipts.
Section 2. Vice-President. The Vice-President shall perform all duties of the President in his absence or incapacity. He/She shall:
- Perform such other duties as may be assigned to him by the Board of Directors or Executive Committee.
- May attend Standing and Special meetings when invited by the President (without vote).
- Appoint and/or coordinate Annual Meeting Committee.
- Be Chairman of the Long Range Planning Committee.
Section 3. Treasurer. The Treasurer shall:
- Have custody of PLICA funds and securities.
- Delegate to the Executive Director the duty of keeping accurate financial records, paying all bills and presenting to the Treasurer a financial report for presentation at each Board of Directors meetings and Annual meeting.
- Be bonded in the amount determined by the Board of Directors.
- Give a financial report at the Annual meeting.
- Serve on the Finance Committee.
Section 4. Chairman of the Board of Directors (who is the Immediate Past President). The Chairman of the Board of Directors shall preside at its meetings, shall serve as Chairman of the Nominating Committee. Serve as Ex-Officio member of the Board of Directors for a period of one year or until successor is elected.
Section 1. The Annual Meeting of PLICA shall be held during the first quarter of the calendar year. Special meetings may be called by the President, Board of Directors or by 10 members. Notices shall be sent out twenty-one (21) days prior to the meeting. For a Special meeting, only that business stated in the call may be taken up or on the agenda.
Section 2. Quorum. The quorum for meeting shall be 10% of the delegate body/voting members.
Section 3. Voting. Only Active Contractor Members and one (1) Associate member or person representing that membership shall be entitled to one (1) vote on all matters that may properly come before a meeting.
Section 4. Agenda. The Agenda for the Board of Directors meetings should be developed as a cooperative effort by the Executive Director, Chairman of the Board, and PLICA President to be presented to the Board of Directors for additions and approval.
Board of Directors
Section 1. Composition – The members of the board of Directors shall be:
a. Officers of PLICA
b. Chairmen of Committees
c. Immediate Past Chairman of Board of Directors (with vote).
d. Those appointed by the President.
Section 2. Authority. The Board of Directors shall have authority over the business affairs of PLICA within the By-Laws adopted by PLICA.
Section 3. Duties. The Board of Directors shall:
- Conduct all business of PLICA between the Annual Meetings.
- Adopt all standing rules necessary for the transaction of business provided they do not conflict with the By-Laws.
- Delegate authority to the Executive Committee between Board of Directors meetings.
- Review and adopt a budget.
- Appoint CPA to audit the books at the close of business, October 31st, and present for review to the Board of Directors.
Appoint replacements to the Board of Directors upon recommendation of the President.
Set special assessments.
Section 4. Meetings. There will be five (5) Board of Directors Meetings held each year unless additional meetings are necessary.
Section 5. Quorum. The quorum for meetings shall be five (5) members. A quorum cannot consist of the majority of members coming from any one (1) business.
Section 6. Voting. All members of the Board of Directors shall be entitled to one (1) vote on all matters that may properly come before a meeting. Associate member representative shall have one (1) vote.
Section 1. Composition. The composition of the Executive Committee shall be the elected officers of PLICA.
Section 2. Authority. The Executive committee shall transact all business of PLICA between Board of Directors meetings.
Section 3. Duties.
- Make recommendations to the Board of Directors.
- Report at each Board of Directors meeting.
- Approve appointments to Board and Committees.
- Perform such other duties as specified in the By-Laws.
Section 4. Quorum. The quorum shall consist of three (3) members.
Section 1. There shall be the following Committees:
- Legislative. The Legislative Committee shall consist of a chairman and one (1) member who shall work closely with a Public Affairs Consultant on proposed legislation that would effect and be of concern to PLICA.
Long Range Planning. The Long Range Planning Committee shall consist of the chairman and two (2) members who shall be responsible for formulating plans and suggestions for consideration relative to the advancement of PLICA, namely Membership, Administration, and Conduct, and proposals for immediate enactment, and others for future consideration.
Safety. The Safety committee shall consist of a chairman and two (2) members who shall be responsible for promoting safety practices at all times, secure and make available for distribution films, tapes, publications on all safety related subjects to the industry.
The Safety Committee shall promote and assist with the scheduling of a Statewide Safety Program.
The Safety Program shall be consistent with, and not in conflict with, the National Safety Program.
Insurance. The Insurance committee shall consist of a chairman and four (4) members who shall work with the Insurance Representative to obtain the best program that will benefit the members and shall recommend the renewal or cancellation of contract at the end of the contract year.
On-Site Waste Management. The On-site Waste Management Committee shall consist of the chairman and two (2) members who shall keep the membership informed of the latest advancements in management techniques, and shall keep advised of legislation of concern to the membership.
Awards. The Awards Committee shall consist of the chairman and two (2) members who shall foster and promote the selection of nominees for Contractor of the Year, PLICA Lady of the Year, and any other awards worthy of consideration.
Finance. The Finance Committee shall consist of a chairman and two (2) members who shall make recommendations to the Board of Directors concerning the following:
a. Travel reimbursements
b. Phone and mail reimbursements
c. Review of financial statement
Annual Meeting. The annual meeting committee shall consist of a chairman team (husband and wife) husband and wife members who shall make recommendations to the Board of Directors concerning:
a. Location by July 1st.
b. Negotiating cost by August 1st
c. Preparing program during meeting
d. Directing program during meeting
Picnic. The Picnic committee shall consist of a chairman and three (3) members who shall make recommendations to the Board of Directors concerning:
a. IF Having picnic each year and if so, need location by April 1st
b. Negotiating cost by May 1st (if applicable)
c. Preparing program by June 1st
d. Directing program during picnic
Education and Training. The Education and Training committee shall consist of a chairman and four (4) members who shall make recommendations to the Board of Directors concerning:
a. Number of sessions scheduled for the year
b. Locations for holding sessions
c. Time of year
e. Directing program during sessions
f. Estimated cost per session
Nominating. The Nominating committee shall consist of three (3) immediate Past Presidents. Chairman of the Board of Directors shall serve as Chairman of the Nominating Committee. The Nominating Committee shall report the list of candidates for office at the November Board of Directors Meeting. The Nominating Committee shall report the list of candidates at the Annual Convention of PLICA.
Section l. Special Committees may be appointed by the President as needed with the approval of the Board of Directors or Executive Committee.
Section l. The headquarters office of PLICA shall be at: 775 Mercer Road Greenville, PA 16125 under the supervision of the President. PLICA may also have offices at such other places as Designated by the President and the Board of Directors.
Section 2. Executive Director shall be a salaried employee hired by the President and the Board of Directors. He/She shall:
- Act as clerk to all meetings of the Board of Directors, Executive Com- mittee, Finance and Annual Meetings.
- Record all minutes of meetings in PLICA minute book.
- Send notices of all meetings of PLICA Board of Directors, Executive Committee 14 days prior to the meeting.
- Have custody of the PLICA Seal and affix to instruments authorized by the Board of Directors.
- Keep all books and pay all bills with the signature of Treasurer and Executive Director.
- Sign with the President all contracts.
- Be bonded in the amount determined by the Board of Directors.
- Maintain a current membership list in alphabetical order consisting of:
- Phone Number and E-Mail (if available)
- Date of Membership
- Provide the accountant with the necessary information needed to perform an annual audit.
Section 3: Executive Directors Expenses
Expenses to be included are lodging, travel/mileage (not to exceed the maximum rate of reimbursement per mile set by the Federal Government), registration fees for conventions and meetings as well as any meals that aren’t included while attending said conventions and meetings. Expenses not expressly implied under Article XIII Section 3, Part 1 may be paid, by a vote by the Board of Directors on submitted written request with accompanying receipts.
Section l. The rules contained in the recent copy of Robert’s Rule Revised shall govern in all cases which are applicable and not in conflict with the By-Laws.
Section l. The By-Laws may be amended by a ¾ vote of those present at the Annual Meeting of PLICA providing a copy of the Amendments has been sent to each member of PLICA Twenty-one (21) days prior to the meeting,
Limitations of Liability of, Indemnification of, and Purchase of Insurance Covering Corporation Directors, Officers, Employees, and Agents
Section 1. Limitation of Director’s Liability for Monetary Damages. A Director shall not be personally liable for monetary damages for any action taken as a Director, or any failure to take any action, unless:
- The Director has breached or failed to perform his/her duty to act with due diligence as a director of the Corporation;
- and The Director’s breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, violation of a local, state or federal law or regulations imposing taxes.
Section 2. Indemnification of Authorized Representatives. The corporation shall indemnify to the fullest extent now or hereafter permitted by law any person who was or is an authorized representative of the Corporation and who was or is a party to any proceedings because such person was or is an authorized representative of the Corporation, against any expenses actually and reasonably incurred by such person in connection with such proceeding.
Section 3. Advancing Expenses. The Corporation shall pay any expenses incurred by an authorized representative in advance of the final disposition of any proceeding, upon agreement by the authorized representative to repay such amount if such person is ultimately not entitled to be indemnified by the Corporation.
Section 4. Scope of Article. The indemnification of authorized representatives or advancement of their expenses, as authorized by this Article, shall (1) not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses nay be entitled other than under that office, (2) continue as to a person who has ceased to be an authorized representative, and (3) insure to the benefit of the heirs and personal representative of such a person.
Section 5. The Corporation shall have authority to purchase and maintain insurance on behalf of any authorized representative against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provision of the Article.
Section 6. Definitions. As used in this Article: “Authorized Representative” shall mean a director, officer, employee or agent of the Corporation, or a person serving at the request of the Corporation as a director, officer, employee or agent of another affiliated corporation, partnership, joint venture, trust, or other enterprise. “Proceeding” or derivative shall mean any threatened, pending or completed third party or derivative action, suit or proceeding, whether civil, criminal, administrative or investigative, or any threatened, pending or completed action or suit or in the right of the Corporation to procure a judgment in its favor; “Liability” shall mean any judgment, amount paid in settlement, fine, penalty, or expense of any nature including attorneys’ fees: and “Expenses” as used in Section 3 of this Article shall mean the costs of defending a civil or criminal action, suit or proceeding.
By-Laws Revised-Adopted March 28, 2014