MCAA CONSTITUTION & BY-LAWS

That we, engaged in the Masonry Construction Industry and being desirous of associating ourselves together in order to promote and encourage greater cooperation between employers and employees, to promote the general welfare of all, to protect and advance our industry, to promote and encourage a better understanding, friendship and closer relationship among ourselves and our employees, to encourage and aid in the education of apprentices in our industry, to the end that conditions in our industry become stabilized and made more uniform in practice, thereby creating greater effectiveness in the industry, do now adopt, declare and establish this Constitution for our said organization and as declaratory of its purpose.

CONSTITUTION AND BY-LAWS
As Amended February 5, 2009

ARTICLE I - NAME
Section 1. The Name of this Organization shall be Mason Contractors Association of America, Inc.

Section 2. Not-for-Profit, This Association is not organized for pecuniary profit and shall not declare dividends.

Section 3. Dissolution, Upon dissolution of the Association, any unexpended funds on hand at the time shall be returned to the members in the proportion contributed by them, but not in excess of the amount contributed by any such member during the last year of the existence of the Association. The balance, if any, shall be distributed to charitable organizations recognized by the IRS to be selected by the Executive Board of the Association.

ARTICLE II - OBJECTS AND PURPOSES
Section 1. The objects and purposes of this Organization are as follows:

1. To promote and encourage greater cooperation between employers and employees, by aiding and encouraging more friendly relationship between the members of this Organization, our employees and their organizations, undertaking to bring into this industry the humane feeling between employers and employees, that should properly exist.
   
   
2. To promote the general welfare of its members by the collection and distribution of reliable and useful information to its members, thus affording and providing means for the intelligent consideration and action in matters pertaining to our employees, to facilitate and improve the methods of handling material necessary in our industry and to provide the best arid most satisfactory methods for the submission of and execution of building contracts to the end that our industry be surrounded by proper safeguards for the protection of life, limb and property.
   
   
3. To promote and encourage efficiency in the art of masonry construction, and to generally encourage and aid in the education of apprentices in our industry, and to generally encourage the movement to build with brick and other masonry products.
   
   
4. To promote and encourage the principles of justice and equity in all dealings between employers and employees, co-employers and co-employees, architects, engineers, material dealers, and the general public.
   
   
5. To promote, encourage, and advocate needed and helpful legislation for our industry, for the general good of all.
   
   
6. To counsel, advise, encourage and secure honorable dealings in the performance and execution of contracts with each other, with our employees, with the members of other trades, and with those engaged in the erection and construction of buildings.
   
   
7. To negotiate national agreements and to appoint trustees to jointly managed trusts and other industry boards.
   
   
8. To promote and encourage the formulation, adoption and establishment of such customs of business as will be just, equitable and honorable.
   
   
9. In every way, manner and form to promote and encourage by the establishment of a strong and sympathetic bond of fellowship among the members thereof, thereby securing unity of action and effort in the accomplishment of a common purpose.
   
   
10. To assist in the uplift and elevation of the standards of our trade, and to encourage our members and our employees to a better standard of life and living.
    
    
11. To cooperate in every honorable and legal way with organizations and associations in allied lines, and with individuals, firms and corporations in different lines of business for the general good of our industry.
    
    
12. To secure and aid in the correction and reformation of any wrongs affecting the general interests of the building industry.
    
    
13. To encourage the obedience of the spirit and letter of all laws and ordinances made by our Federal, State and Municipal governments for the regulation, control and conduct of building operations, and that no action shall be taken by this Association or the members hereof which in any form or manner would or might be construed as a participation in or encouragement of any illegal arrangements or combination for the control of labor, or, the restriction thereof, or any arrangements or combination for the fixing of prices or the restriction of competition.

ARTICLE III - MEMBERSHIP
Section 1. Classes of Membership.

1. Chapter Membership. Any local association of Mason Contractors properly constituted and primarily interested in the promotion of the masonry industry shall be eligible for membership in this Association. All Mason Contractors of each local, regional or state association must become members, or the local, regional or state association will not be eligible for membership as a chapter Member. All contractors that are Chapter Members shall have voting privileges of this Association in accordance with any other Contractor Member as outlined in (Section 2).

2. Contractor Membership. Where no local, regional or state Chapter of MCAA is established, any individual, firm, or corporation regularly engaged in and primarily interested in the promotion of the masonry industry, shall be eligible for membership in this Association. It shall be the prime duty on the part of the contractor member to encourage all mason contractors to become members of MCAA. All Contractor Members shall have voting privileges of the Association in accordance with (Section 2).

3. Associate Membership. Associate Members are any firm or individuals engaged in the manufacture and/or supply of materials, equipment or services used by Contractor Members of the Association. Any eligible firm or individual shall make application for membership in writing, on forms prescribed by MCAA. All applications shall be subject to approval by the Executive Board.

Associate Members are non-voting members of this Association.and shall not constitute a quorum for any Association affairs.

Dues, benefits, privileges and obligations of the Associate Member shall be determined from time to time by the Executive Board. No Associate Member shall be liable financially for other than the prescribed dues.

Associate members will elect a representative to serve as a member of the Board of Directors of the Association. The Associate Board Representative shall be elected at the Association's Annual Meeting and will serve a term of two years. In order to be eligible, the Associate Representative must be a member in good standing for four (4) consecutive years.

Associate Members are eligible to serve on Association Committees and may serve as Committee Chairman with the approval of the Executive Board. There shall be three types of Associate Members:

1. National Associate
2. Regional Associate
3. Chapter Associate

4. Canadian Membership. Chapter, Contractor or Associate Membership shall be available to a Canadian firm, corporation, partnership or sole ownership, or Chapter on the same conditions as those required for membership in the United States, provided the main office of the Canadian applicant (company, etc.) is in Canada and the applicant is a member in good standing of the Canadian Masonry Contractors Association.

5. Honorary Membership. Any person who has been a member of an MCAA Chapter and active in the masonry industry for at least ten (10) years and has retired from active business shall be eligible for honorary membership in MCAA, and/or Past Chairmen and other elected officers of MCAA who are retired from active mason contracting after serving faithfully for at least (10) consecutive years, shall be eligible for honorary status. An honorary Member shall not be eligible to hold office or have voting privileges, unless designated by the Executive Board. This class of membership is to be conferred by the Executive Board.

6. Affiliate Membership. Instructors and students in the area of: masonry, architecture and engineering. In addition, architects and engineers who design projects with the use of masonry materials shall be eligible under this Affiliate Membership. All participants must be approved by the Executive board.

Section 2. Types of Membership for Chapter and Contractor Classes.

Taft-Hartley Members are defined as any corporation or individual engaged in business as a mason contractor and are signatory to BAC and/or LIUNA Collective Bargaining Agreements.

The MCAA shall not have authority to bind any Contractor Members to any collective bargaining agreements.

Only Taft-Hartley Contractor Members may vote on matters related to labor relations or collective bargaining agreements. Furthermore; Taft-Hartley Contractor Members may participate as a trustee or industry member of a jointly administered trust.

ALL OTHER MATTERS THAT MAY COME BEFORE THE MCAA MEMBERSHIP SHALL BE VOTED ON BY ALL CHAPTER AND CONTRACTOR MEMBERS.

Section 3. Administrative Requirements.

1. Definition of Mason Contractor. A Mason Contractor is defined as any person or group of persons, who for either a fixed sum, price, fee, percentage, or other compensation, undertakes to or offers to undertake, or purports to have the capacity to undertake to, or submits a bid to or does himself or by or through others, contract to erect, construct, repair, rebuild, or improve a building, bridge, tunnel, sewer, conduit or other structure or improvement, or any interior or exterior part thereof, for others with the use of brick, stone, terra cotta, concrete masonry units, tile or any other product or material which by itself or in combination with other products or materials, is embraced within the terms "masonry" or "mason work" by industry or trade custom or meaning, and includes the furnishing of any labor and materials incident thereto.

2. Chapter Geographic Jurisdiction. Upon filing for membership, the local Association must indicate its area of geographic jurisdiction on the application form.

3. Application for Membership. Any eligible Association, individual, firm or corporation shall make application for membership in writing upon forms prescribed by the MCAA.

All applications shall be submitted to the Membership Committee who shall have full authority to approve or disapprove such applications. Except that if there is a Chapter of the Mason Contractors Association of America in the same jurisdiction, then no such application of any individual firm, corporation or association shall be so approved by the Membership Committee.
4. Revocation. The Charter issued to each Mason Contractors Association shall be revoked by resignation or for non-payment of dues. The revocation of a Charter or the expulsion of a member, other than for non-payment of dues, shall require a hearing before the Executive Board, of which due notice of the time and place of such hearing shall be given the offending member, and then the right of appeal from the action of the Executive Board will be given to the Annual Convention of delegates assembled, if so desired, by the aggrieved party.

5. Roster. On or before the first day of the fiscal year of the Association, the Chapter Secretary shall file with the MCAA Executive Office a complete roster of their membership. It is the responsibility of the Chapter Secretary to notify the Executive Office when Chapter members are dropped or resign.

ARTICLE IV - REPRESENTATION
Every local Chapter of Mason Contractors that pays dues into the MCAA and is not in arrears therefore, and every holder of individual membership in the MCAA, likewise in good standing, (Reference Art. XVIII, Sect. 4) shall be considered for voting privileges in any election held by the members of the MCAA on the following basis: Each member Chapter shall have one vote for each member who is in good standing (Reference Art. Ill, Sect. 2) with the Association. Individual Members in good standing shall be entitled to one (1) vote (Reference Art. Ill, Sect. 2, Para. 2). Voting by properly executed proxy shall be permitted.

ARTICLE V - OFFICERS
The officers of this Association shall consist of a Chairman, Vice Chairman, Secretary and Treasurer. In addition there shall be ten (10) Regional Vice Presidents, each elected by the Members in his region:

Region A: Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont;
Region B: Alabama, District of Columbia, Florida, Georgia, Kentucky, Maryland Mississippi, North Carolina, South Carolina, Tennessee, Virginia;
Region C: Michigan, Ohio, West Virginia;
Region D: Illinois, Indiana, Wisconsin;
Region E: Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota;
Region F: Arkansas, Louisiana, Oklahoma, Texas;
Region G: Arizona, Colorado, Utah, New Mexico, Wyoming;
Region H: California, Hawaii, Nevada;
Region I: Alaska, Idaho, Montana, Oregon, Washington;
Region J: Canada.

All shall serve for a period of two years or until their successors have been duly elected and qualified. The Treasurer shall give bond in the amount fixed by the Executive Board.

ARTICLE VI - CHAIRMAN
Section 1. The Chairman shall preside at all meetings of the Association; appoint all committees unless otherwise provided; approve all bills before payment, except petty and current bills, which shall be paid by the Treasurer or the President/CEO without the Chairman's approval; and attend to all other matters usually incumbent upon such officer. The Chairman shall also be Chairman of the Executive Board and Arbitration Board, as well as a member thereof.

The Chairman shall have the power to veto any resolution, vote or assessment or motion of the Executive Board. In case of a veto, the matter shall be continued at the next regular meeting of the Executive Board, and an affirmative vote of two-thirds of the members of the Executive Board shall be necessary to override the veto.

Section 2. The signatures of the Chairman, Treasurer and President/CEO shall be on record at a bank designated by the Executive Board; the Association shall maintain an operating account.

Operating account checks may be signed by any one of the following: Chairman, Treasurer, or President/CEO.

ARTICLE VII - VICE CHAIRMAN
Section 1. It shall be the duty of the Vice Chairman to preside at all meetings in the absence of the Chairman. The Vice Chairman shall be a member of the Executive Board.

Section 2. If, for any reason, a vacancy exists in the office of the Chairman, then the Vice Chairman shall assume the office of the Chairman until the next Annual meeting of this Association.

ARTICLE VIII - REGIONAL VICE PRESIDENTS
Section 1. It shall be the duty of the Regional Vice President to preside at all meetings conducted in his region in the absence of both Chairman and Vice Chairman. The Regional Vice Presidents shall be members of the Executive Board.

Section 2. If requested, it shall be the duty of the Regional Vice Presidents to attend local Association meetings in their regions to present reports on the activities of the National Association.

ARTICLE IX - SECRETARY
Section 1. The Secretary shall supervise and coordinate the work of the Vice Chairman and assist in the promotion of all programs outlined by the Executive Board.

ARTICLE X - TREASURER
Section 1. It shall be the duty of the Treasurer to collect all dues, giving his receipt therefore. He shall be custodian of all moneys, papers and seal of the Organization and render such other service as may be proper for the promotion of the good of the Association. He must be able to give sufficient time to the Association to efficiently carry out its purposes and he shall be paid for expenses for carrying on said work as the Executive Board determines as proper and adequate. He shall also keep a true and accurate account of all receipts and disbursements, and shall make a full and complete account of all in statement form, of the financial standing of the Association at the Annual Meeting, or at such times as the Executive Board may require.

Section 2. At the expiration of his term of office he shall transfer to his successor in office all funds, books, papers, and other property of the Association which he may have in his possession.

ARTICLE XI - PRESIDENT/CEO
The President/CEO shall be appointed (or dismissed) by 2/3 vote of the Executive Committee at a Special Executive Committee meeting convened exclusively for such business. The President/CEO serves at the discretion of the Executive Committee. President/CEO shall keep a full and accurate account of all meetings of the Association and of all meetings of the various committees of the Association. He shall collect all money due the Association and immediately turn the funds received over to the Association bank account taking his receipt therefore. He shall keep accounts of the Association, take charge of all the books, papers and other documents belonging to the Association as authorized by the Executive Board, and at the expiration of his appointment transfer to the Executive Board all funds, books, papers and other property of the Association in his possession. He shall conduct all the correspondence of the Association and shall perform other such duties as may be assigned to him by the Chairman and Executive Board of the Association. In the absence of the President/CEO from any meeting, the Secretary shall act in his stead.

ARTICLE XII - ASSOCIATE REPRESENTATIVE
The Associate Representative to the Executive Board shall be elected by the associate members of the association. The Associate representative shall be elected at the Annual Meeting and shall serve a term of two (2) years. In order to be eligible for election to the executive Board, associate members must be members in good standing for four (4) consecutive years prior to election.

Section 1. It shall be the duty of the Associate Representative to represent the interests of the associate members to the Executive Board. The Associate Representative shall be a voting member of the Executive Board.

Section 2. The Associate Representative shall promote involvement in the association by associate members, suppliers and manufacturers to support the association programs and goals.

Section 3. If requested, it shall also be the duty of the Associate Representative to attend meetings on behalf of the association to present reports on the activities of the association.

ARTICLE XIII - STATE CHAIRMEN
Section 1. State Chairmen shall be appointed by the Chairman and approved by the Executive Committee. The duties of said State Chairmen are to assist and carry out such plans, programs and arrangements as they are instructed to do by the Executive Board. The Chairman in each state, District of Columbia and Provinces of Canada are to cooperate in every form and manner to carry on the business of this Organization, it being understood that each Chairman is to be called in for the consideration and to assist in the handling of disputes in his own district. It is further understood that the Chairman will not be reimbursed for any expenses, only when called upon for official duty; this not to include any convention expenses. The State Chairmen shall be members of the Executive Board.

ARTICLE XIV - EXECUTIVE BOARD
Section 1. The Executive Board of this Association shall consist of its Chairman, Immediate Past Chairman, Vice Chairman, Regional Vice Presidents, Secretary, Treasurer, President/CEO, State Chairmen Associate Representative and all Chairmen of all Committees, either appointed or selected and the Chairman of the Advisory Board, and upon this Board the duties of carrying on the business affairs of this Organization shall rest during the interim between the Annual Meetings, and the Board shall be required to do any and everything necessary to carry on the work contemplated by this Organization. The Chairman of this Association shall be Chairman of this Board, and he may call such meetings at such times and places as in his judgment is proper. Any three (3) officers, with any six (6) other elected members of the Executive Board will constitute a quorum. This Board will have full right and authority to fix the compensation for the Chairman, Vice Chairman, Regional Vice Presidents, Secretary and Treasurer, President/CEO, and the State Chairmen, and to pay any expenses that they may deem just and proper for carrying on their work. Said compensation and expenses are to remain within the limits as set forth by the Budget Committee each year. The Secretary will make a report of the proceedings of the Executive Board at the Annual Meeting of the members of this Association.

Section 2. It is incumbent upon the Executive Board to fill any vacancies upon this Board or of any office except the Presidency should one occur during the term of office. Should any one of the Executive Board regularly fail to attend meetings, the Board reserves the right to declare his office vacant. Should a vacancy in the office of State Chairman occur during the term of office, the Board reserves the right to declare his office vacant and to notify the State in which the vacancy occurs. A duly authorized successor shall be appointed within sixty (60) days by the chapters within the state or failing to do so the Executive Board shall fill the vacancy.

Section 3. The Executive Board shall appoint a Labor Relations Board (reference Article XVII, Section 1). Should the need for an Arbitration Board be required, the Executive Board is empowered to appoint three (3) members in good standing in the Association from the area where the dispute has arisen, but not parties to it. These three members will then constitute, along with two (2) of the Executive Committee (reference Article XV, Section 1) that are signatory to labor agreements, the duly appointed Arbitration Board and will meet to assist in resolving the dispute that has arisen. The Board shall select its chairman among its membership.

Section 4. The Chairman, with the approval of the Executive Board, shall appoint the following Committee Chairman and Committee members: By-laws, Certification, Education, Legislative, Marketing, MasonrySystems.org, Membership, Safety, Generation Next, Technical, and Workforce Development.

Section 5. The Chairman, with the approval of the Executive Committee, shall make appointments to the committees. All appointed committees shall hold regular meetings and work to achieve the goals of the Association. Where and when possible and appropriate, these committee meetings will be open, and input from the general membership will be encouraged, but only those duly appointed members of the committee shall have a formal vote on the actions of the committee. Members of the Association have the right to seek appointment to committees when openings occur.

Section 6. As and where appropriate, the Labor Relations Committee shall have the power to bind and/or contract on behalf of those members who have given their formal Bargaining Rights to the Association. As and where appropriate, the Arbitration Board shall have the power to act and bind on behalf of the Association. Unless granted by specific resolution, no other committee shall have the power to bind the Association.

Section 7. Additional Committees. The Executive Board shall have the power to designate such Committees in addition to those herein set forth as they deem necessary to protect and further the interests, purposes and objectives of the Association and its members. Members of such Committees, except the chairmen, shall be appointed by the Chairman, without approval of the Board. Chairmen of such Committees shall be appointed by the Chairman, subject to the approval of the Board.

ARTICLE XV - EXECUTIVE COMMITTEE
Section 1. Composition. There shall be an Executive Committee, which shall consist of the officers of the Association, namely the Chairman, the Vice Chairman, the Secretary, the Treasurer, the Regional Vice Presidents, and the President/CEO.

Section 2. Authority. During the interim between regular and special meetings of the Executive Board, the Executive Committee shall be delegated all the powers of the Board, as defined in these By-Laws and in the Articles of Incorporation including full and complete authority to bind all Regular Members who have assigned their bargaining rights to MCAA to the international collective bargaining agreements negotiated with Labor Organizations.

Section 3. The four (4) elected senior officers, (the Chairman, Vice Chairman, Secretary, Treasurer), shall be charged with and have the authority to act on behalf of the Executive Committee to conduct the business of the Association during the interim between meetings of the Executive Board and the Executive Committee.

Section 4. Meetings. The Executive Committee shall hold such meetings as may be necessary during the year.

ARTICLE XVI - ADVISORY BOARD
Section 1. There shall be an Advisory Board consisting of the Past Chairmen of the Association. This Board shall select its own chairman from among its members.

Section 2. The duties of the Advisory Board shall be to act as counselors to the Executive Board and officers of the Association; to help in any matter found necessary; and to perform any other services required when called upon that may further the interest of the Mason Contractors Association of America.

Section 3. The chairman of the Advisory Board shall be a member of the Executive Board.

Section 4. The Advisory Board shall meet at least once each year.

ARTICLE XVII - LABOR RELATIONS BOARD
Section 1. The Executive Board shall have the full right and authority to appoint five (5) members in good standing from the Regular Members (reference Article III, Section 2, 1). This Committee shall be composed of signatory contractors to BAC and/or LIUNA collective bargaining agreement(s). This Board shall select its own chairman from among its members.

Section 2. This Board, with the approval of the Executive Board, shall negotiate any national agreements and to recommend trustees to jointly managed trusts (reference Article II, Section 1, 7).

Section 3. The Chairman of the Labor Management Board shall be a member of the Executive Board.

ARTICLE XVIII
ELECTION OF OFFICERS
Section 1. At the Annual Meeting of the members of this Association, all officers will be elected for a two-year period.

Section 2. The Annual Meeting of the members of this Association will be held at such time as the Executive Board shall designate. Notice of such Annual Meeting shall be given by the Secretary to each organization and members of this Association by written notice at least thirty (30) days prior to the time for said meeting. The City in which the Annual Meeting is to be held shall be selected for the second year hence by the members of the Association at the Annual Meeting.

ARTICLE XIX - DUES
Section 1. The initiation fee for membership in the Association shall be $50.00 for each individual member and each individual member of each chapter. Dues are set up as a "tiered" structure, based on annual sales volume. Dues categories are reviewed and established by the Board on an annual basis.

Section 2. The fiscal year of the Association shall begin on July 1 and shall terminate June 30 annually.

Section 3. Members who join association part way through a fiscal year will have their dues prorated on the following year's dues.

Section 4. Separation for Nonpayment. In the event the dues of a chapter or Individual Member are not paid before the expiration of thirty (30) days after due date, such member shall be deemed delinquent and shall be notified by the President/CEO to that effect. If, after such notice, the member shall neglect or refuse to pay within thirty (30) days from the date thereof, such omission shall constitute a suspension of all rights and privileges of the membership and such member shall be dropped from membership in the Association.

Section 5. The Executive board may levy an assessment upon the Chapter Members and Individual Members in order to clear out a deficit or to provide operating funds. At no time shall the total assessment per fiscal year be greater than 50% of the annual dues.

ARTICLE XX - ORDER OF BUSINESS
Section 1. The following shall be the order of business at the Annual Meeting of the members of this Association:

Call to order
Invocation
Roll Call
Approval of minutes of previous meeting
Report of Officers
Long Range Planning
Old Business
New Business
Election of Officers
Good of the Association
Adjournment
ARTICLE XXI - NOMINATING COMMITTEE
Section 1. The Nominating Committee shall consist of the Past Chairmen of the Association. The immediate Past Chairman shall serve as its Chairman. The Committee shall consist of a minimum of four (4) Past Chairmen, in good standing, and one (1) member at large. In the event the required number of Past Chairmen (4) are not available, the Chairman with the approval of the Executive Board may appoint additional at large member/members.

Section 2. The nominating committee shall then draw and present a slate of nominees for the elective offices of the MCAA where officers are to be elected. The names of all nominees shall be mailed to each Chapter at least thirty (30) days prior to the date of Annual Meeting. Further nominations may be made from the floor at the Annual Meeting providing that no candidate shall be eligible for nomination until he or she has been a member in good standing for at least four (4) consecutive years.

ARTICLE XXII - AMENDMENTS
Section 1. The Constitution and By-Laws may be amended by two-thirds of the votes cast at the Annual Meeting of the MCAA. Any proposed amendment shall be submitted to the Secretary of the MCAA in writing sixty (60) days before the next Annual Meeting of the MCAA and the Secretary shall send a copy thereof to every member of the MCAA notifying them that such amendment will be voted upon at said meeting. Voting on any such amendment shall be done in person or by proxy at the Annual Meeting of the MCAA. All amendments referring to the finances of the MCAA only shall be voted on at the Annual Meeting of the MCAA.

Section 2. Between Annual Meetings, this Constitution and By-Laws, after approval by the Executive Board, can be amended by having the Secretary mail to all members the proposed amendment and having a vote brought in, by mail, and such amendment made effective by a two-thirds vote.

ARTICLE XXIII - RULES OF ORDER
Section 1. Robert's Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by the Constitution and By-Laws of the MCAA.

ARTICLE XXIV - OFFICE OF ASSOCIATION
Section 1. The Executive Board shall designate the location of the offices of the Organization, and therein be kept its principal books, accounts and corporate records.

ARTICLE XXV - BONDS OF OFFICERS
Section 1. All officers and paid employees shall furnish to the Association a surety bond payable to the Association in the amount determined by the Executive Board provided, however, that the cost of the premium upon said bond shall be paid from the funds of the Association.