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By – Laws
Decorating Contractor’s Association of
As Amended And Adopted
ARTICLE I --
The name of this corporation is Painting and Decorating
Contractors Association, of Sacramento Inc.
Section 2.01. Principal Office.
The principal office of the corporation for the
transaction of business shall be located in the County
of Sacramento, State of California. The Board of
Directors may change the location of the principal
office. Any such change shall be noted by the Secretary
in these By-Laws, but shall not be considered an
amendment of these By-Laws.
Section 3.01. Purposes
This corporation is a non-profit mutual benefit
corporation organized under the California non-profit
mutual benefit corporation law. The purpose of this
corporation is to engage in any lawful act or activity
for which a corporation may be organized under such law.
The specific purposes for which this corporation is
formed are as follows:
unite the contractors and the painting, decorating and
allied crafts in northern California for the purpose of
exerting effective and combined influence upon matters
and interests affecting the painting, decorating and
advance the crafts of painting, decorating and allied
crafts and to protect the interests of its members,
individually and collectively, with due regard for the
interest of the public.
promote and endeavor to maintain equitable standards of
business relations between the painting, decorating and
allied crafts in the communities which it serves.
secure and maintain a membership composed of persons who
can be relied upon, skilled in their crafts and
honorable in their dealings.
advocate and encourage among its members familiarity and
knowledge of technical and instructive subjects
concerning our trade and to also advocate trade
education in the painting, decorating and allied crafts.
advocate direct business relations and dealings with
architects and owners concerning painting and decorating
and allied crafts.
protect its members and the general public by
endeavoring to maintain a high standard of quality in
the manufacture and sale of materials used in the
painting, decorating and allied crafts.
No part of the profits or net earnings of this
corporation shall ever inure to the benefit of any of
its directors, trustees, officers, members, employees or
to the benefit of any private individual.
4.01. Classifications of Membership. The corporation
shall have three classes of members: regular members,
associate members and honorary members.
Section 4.02. Regular Members.
Regular members shall consist of persons, firms,
partnerships or corporations duly licensed and actively
engaged in the business of painting, drywall or
specialty license pertaining to the painting, decorating
and allied trades craft in northern California. Regular
members shall be bound by all collective bargaining
agreements negotiated by the Labor Committee and
approved by the Board of Directors.
Section 4.03. Associate Members.
Associate members shall consist of persons or firms
engaged in activities which are related to or associated
with the painting, decorating and allied crafts
industry, but specifically are not engaged as a
contractor and licensed by the Contractors State License
Board. Associate members shall have the right to attend
any regular or special meeting of the corporation, but
shall not have any vote. Associate members do not
delegate to the corporation any authority to engage in
collective bargaining on their behalf, and shall not be
bound by any agreement which the corporation may enter
into with any labor organization.
Section 4.04. Honorary Members.
Honorary members shall consist of contractors who have
retired from the trade. Other individuals may be
admitted to honorary membership upon action of the Board
Section 4.05 Admission to Membership.
Application for membership shall be made in writing on
such forms as from time to time are prescribed by the
Board of Directors. Such applications shall be filed
with the Board of Directors of the corporation and shall
be accompanied by the initiation fee which has been set
by resolution of the Board of Directors. Upon receipt of
the application and fees, the applicant will be admitted
to membership only upon the majority vote of the Board
of Directors. Each regular member shall be bound by
these By-Laws and by the rules and regulations of the
corporation. Each member shall have the right to
participate equally in the activities of the
corporation. Only regular members in good standing may
seek or hold office as an officer or director of the
Section 4.06. Dues.
Each member must pay, within the time and on the
conditions set by the Board and/or the collective
bargaining agreement, dues, fees and assessments in
amounts to be fixed from time to time by the Board
and/or the collective bargaining agreement. The dues,
fees and assessments shall be equal for all members of
each class, but the Board may, in its discretion, set
different dues, fees and assessments for each class.
Fees are due and payable within thirty days from the
date of billing. Members who have paid the required
dues, fees and assessments in accordance with these
By-Laws and who are not suspended shall be members in
good standing. Upon request, members shall present
fringe benefit reporting forms to the President or
Executive Secretary to verify hours worked and that
proper dues, fees and assessments have been paid.
Section 4.07. Discipline.
A membership shall terminate on an occurrence of any of
the following events
Resignation of the member;
event that renders the member ineligible for membership,
or failure to satisfy membership qualification; or
Termination of membership under these By-Laws based on
the good faith determination by the Board or committee
appointed by the President to make such a determination,
that the member has failed in a material and serious
degree to observe the rules of conduct of the
corporation, or has engaged in conduct materially and
seriously prejudicial to the corporation's purposes and
interest, or has failed to pay dues, fees or assessments
in the manner and/or amount set by the Board and/or the
Collective Bargaining Agreement.
may be suspended, based on the good faith determination
by the Board or a committee appointed by the President
to make such a determination, that the member has failed
in a material and serious degree to observe the
corporation's rules of conduct, or has engaged in
conduct materially and seriously prejudicial to the
corporation's purposes and interests or has failed to
pay dues, fees or assessments in the manner and/or
amount set by the Board and/or the Collective Bargaining
Agreement. A person whose membership is suspended shall
not be a member during the period of suspension.
If grounds appear to exist for suspending or terminating
a member under this Article, the following procedure
shall be followed:
Board or committee appointed by the President, shall
give the member at least 15 days prior notice of the
proposed suspension or termination and the reasons for
the proposed suspension or termination. Notice shall be
given by any method reasonably calculated to provide
actual notice. Notice given by mail shall be sent by
first -class or certified mail to the member's last
address as shown the corporation's records.
member shall be given opportunity to be heard, either
orally or in writing, at least five days before the
effective date of the proposed suspension or
termination. The hearing shall be held, or the written
statement considered by the Board or committee appointed
by the President to determine whether the suspension or
termination should occur.
Board or committee appointed by the President shall
decide whether the member should be suspended, expelled
or sanctioned in any way. The decision shall be
communicated to the member in writing and shall be
Section 4.08. Membership Book.
The corporation shall keep in written form a membership
book containing the name, address and class of each
member. The book shall also contain the fact of
termination and the date on which such memberships
ceased. Such book shall be kept in the principal office
of the corporation and shall be subject to the rights of
inspection required by law.
Section 4.09. Liability.
No member shall be personally liable for the debts of
this corporation, but all members are liable for dues
and assessments that may be imposed by the Board.
MEETINGS OF MEMBERS
Section 5.01. Place of Meetings.
All meetings of the corporation shall be at a location
as designated by the Board of Directors and may be
changed from time-to-time.
Section 5.02. Annual Meeting.
The annual meeting of the members for the election of
Directors and the transaction of other business shall be
held on the second Thursday of December of each year at
noon at the principal office of the corporation or at
such other date, time or place as may be designated in
the written notice. Written notice of such meetings
shall be given personally or by first class mail to each
member at least ten (10) days prior to the time of the
meeting and shall be sent to the address of each member
appearing on the books of the Association.
Section 5.03. Regular Meetings.
In addition to the annual meeting, regular meetings of
the members will be held in the first, second and third
quarters of the calendar year at the date, time and
place set forth on the written notice which will be sent
to members at least 10 days in advance.
Section 5.04. Special Meetings.
Special meetings of the members of the corporation may
be called upon demand of the President, any two
directors, or any three members in good standing to be
held at such time as specified in writing. Written
notices of any special meeting shall be given by first
class mail or facsimile transmission to each member at
least ten (10) days prior to the time of the meeting and
shall be mailed or faxed to the address or number of
each member appearing on the books of the corporation.
Only such special business as is set forth in the
written notice of this meeting is to be transacted at a
special meeting of the members of the corporation.
Section 5.05 Quorum.
A quorum at any meeting of members shall consist of at
least three regular members, represented in person or by
proxy. If, however, the attendance at any general or
annual meeting is less than 1/3 of the voting power, the
members may vote only on matters as to which notice of
their general nature was given under Sections 5.02 and
5.03. In the absence of a quorum, any meeting of members
may be adjourned from time-to-time by the vote of a
majority of the votes represented either in person or by
proxy, but no other business may be transacted.
Section 5.06. Voting of Membership.
Each regular member is entitled to one vote on each
matter submitted to a vote of the members. Voting shall
be by voice, except that when voting for directors and
officers, upon demand of any member the election shall
be by ballot.
Section 5.07. Conduct of Meetings.
( a) The
President of the corporation or, in his or her absence,
any other person chosen by a majority of the voting
members present in person or by proxy shall be Chairman
of and shall preside over the meetings of the members.
Secretary of the Association, or Executive Director, if
any, shall act as the secretary of all meetings of
members; provided that in his or her absence, the
Chairman of the meetings of the members shall appoint
another person to act as secretary of the meetings.
Robert's Rules of Order, as may be amended from time-
to- time, shall govern the meetings of members insofar
as such rules are not inconsistent with or in conflict
with these By-Laws, the Articles of Incorporation, or
BOARD OF DIRECTORS
Section 6.01. Number.
This Corporation shall be governed by a Board of
Directors consisting of five (5) regular members from
the geographical area served by the Corporation. The
members of the Board of Directors shall consist of the
President, Vice President, Treasurer and two other
members. The Board of Directors shall hold office for
the two calendar years following their election. The
Board by a majority vote may remove any member of the
Board for cause. Directors may also be removed without
cause by a majority vote of the members entitled to
vote, or the vote of a majority of a quorum at a special
meeting called and noticed for this purpose.
Section 6.02. Elections.
The Board of Directors shall not less than fifteen (15)
days before the annual election of the officers select a
slate of eligible candidates for election of offices.
After reading of this slate by the President at the
annual meeting, nominations may be added from the floor
by any of the regular members, and upon receiving a
second, their names shall be added to the slate. It is
desired, but not mandatory, that representation to the
Board be so arranged as to give representation to small
and large shops and be rotated among the entire
membership as nearly as possible.
Section 6.03. Powers.
The Board of Directors shall see that the provisions of
the Articles of Incorporation and By-Laws of this
corporation are duly enforced. They shall transact
affairs of this organization in a thorough and
business-like manner, They shall have supervision of the
financial affairs of the corporation and shall designate
the banks or other depositories in which to deposit the
funds, and shall make necessary arrangements and
designate the person(s) who shall draw therefrom. They
shall pass on all applications for membership. They
shall have supervision over all real and personal
property of the corporation; shall act as a trial Board;
and shall levy such dues and assessments as may be
required to fulfill the intent and purposes of the
corporation. They shall also have the power to fill
vacancies on the Board of Directors.
Section 6.04. Meetings.
They shall hold regular meetings not less than annually,
following the annual meeting of members. Special
meetings may be called by the President, or shall be
called at the written request of two (2) other
directors. Notice of such special meetings must be sent
by mail, facsimile or other electronic means such as
e-mail, to each member of the Board at least five (5)
days in advance of such a meeting. The meetings shall be
conducted in accordance with Robert's Rules of Order.
Three directors shall constitute a quorum for the
transaction of business.
Section 7.01. Officers.
The officers of the corporation shall be President, Vice
President and Secretary/Treasurer. Said officers shall
be elected by the regular members for a period of two
years. Should a vacancy occur, it shall be filled by
appointment by a majority vote of the Board of Directors
for the expired term. Any officer may be removed in the
same manner as a director.
Section 7.02. President.
The President shall be a regular member. The president
shall be the chief executive officer of the corporation.
He/she shall preside at all meetings of the Membership
and of the Board of Directors. He/she shall be
ex-officio member of all the standing committees or
special committees. The President is hereby empowered to
appoint all trustees on Taft-Hartley Trust Funds
established under collective bargaining agreements to
which the corporation is a party, as well as all
committees hereinafter specified or which may be
hereafter created by the Board of Directors or by the
membership. He shall perform such other duties and have
such other powers as may be prescribed by the Board of
Directors from time-to-time.
Section 7.03. Vice-President.
The Vice President shall be a regular member. In the
absence or disability of the President, the Vice
President shall perform all of the duties of the
President. The Vice President shall have such other
powers and perform such other duties as from
time-to-time shall be prescribed by the Board of
Section 7.04. Secretary/Treasurer.
The Secretary/Treasurer must be a regular member. It
shall be the duty of the Secretary/Treasurer to keep a
record of the proceedings of all meetings of the
Members, the Board of Directors, any and all committees,
and all matters of which a record shall be ordered by
the corporation. The Executive Secretary may be
delegated these duties. The Secretary/Treasurer shall
attend all meetings and give a report of the monthly
financial status of the corporation, as well as the
annual report. The Treasurer shall be chairman of the
audit committee under the direction of the Board of
Section 7.05. Executive Secretary.
In addition to the other officers designated in these
By-Laws, the Board of Directors may at its sole
discretion appoint an Executive Secretary who need not
be a member of the corporation, to act as the agent of
the Board in the conduct and management of the business
of the corporation. The Executive Secretary shall at all
times be under the supervision and control, and subject
to the direction of the Board and will serve strictly at
the pleasure of the Board. The Executive Secretary shall
perform all duties prescribed by the Board of Directors.
The Board of Directors may from time-to-time fix and
determine the compensation to be received by the
Executive Secretary and contract for his/her services.
It shall be the duty of the Executive Secretary to keep
a record of the proceedings of all meetings of the
members, the Board of Directors, and any and all
committees, and all matters of which a record shall be
ordered by the Corporation. The Executive Secretary
shall notify the officers and all members of the
committees of their election or appointment, and shall
issue notices of all meetings. The Executive Secretary
shall be the custodian of all records and property of
the corporation; receive all moneys and deposit same in
a bank authorized by the Board of Directors and pay all
authorized bills of the corporation. All checks must
contain two signatures from any of the following:
President, Treasurer, Executive Secretary, each of whom
shall be bonded in an amount set by the Board of
Section 8.01. Committees.
The President shall, as he/she deems it necessary,
appoint such committees as appear from time-to-¬time
necessary for the proper functioning of the corporation.
These committees shall include a labor committee.
Section 8.02. Labor Committee.
The duties of the Labor Committee shall be to act as a
committee to negotiate labor contracts with unions
covering wages, hours, working conditions, and any other
terms deemed necessary and proper. Such committee shall
not have power to act in concluding such negotiations or
executing a contract for and on behalf of the
corporation's regular members unless the regular members
have first been given prior notice of the pendency of
such negotiations, in writing, with a reasonable
opportunity to withdraw such bargaining authority from
the corporation, and unless given prior authorization by
the Board of Directors. All such contracts shall be
subject to the approval of the Board of Directors, and
ratification by the members.
contracts negotiated by the committee, approved by the
Board of Directors and ratified by the regular members
of the Corporation shall be binding upon the regular
members of the Corporation separately and shall not
impose any individual liability or obligation upon any
separate member for the breach of any such labor
contract by any other member. When the labor committee
is constituted for the purpose of negotiating labor
contracts with the Union, said committee shall consist
of not less than three (3) regular members, or a lesser
number, if there are an insufficient number of members
available to serve on the committee.
Section 8.03. New Committees.
The Board of Directors, or President acting alone, may
from time-to-time constitute and create committees and
fill the membership of said committee from its own
membership or from the membership at large of the
corporation; said committees shall continue to function
until and unless changed by a vote of the membership at
a regular or special meeting.
AMENDMENT OF BY-LAWS
By-Laws may be amended from time-to¬-time by the Board
of Directors at any regular or special meeting; said
amendments to continue in effect until the next regular
meeting of the membership, at which time they must be
submitted to the membership at large for approval or
Section 10.01. Annual Report.
The corporation shall notify each member yearly of the
member's right to receive a financial report pursuant to
the Corporation Code Section 8321(a). Except where the
corporation does not have more than 100 members or more
than $10,000 in assets at any time during the fiscal
year, on the written request of a member, the Board
shall promptly cause the most recent annual report to be
sent to the requesting member. The annual report shall
be prepared not later than 120 days after the close of
the corporation's fiscal year. The annual report shall
contain in appropriate detail the following: 1) a
balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial
position for such fiscal year; 2) a statement of the
place where the names and addresses of the current
members are located; and 3) any information concerning
certain transactions and indemnifications required by
Corporations Code Section 8322. The annual report shall
be accompanied by any report thereon of any independent
accountants of, if there is not such a report, the
certificate of any authorized officer of the corporation
that such statements were prepared without audit of the
books and records of the corporation.
Section 10.02. Annual Statement of Certain Transaction
The corporation shall furnish annually to its members a
statement of any transaction or indemnification
described in Corporations Code Section 8322(d) and (3),
if such transaction or indemnification took place. Such
annual statement shall be affixed to and sent with the
annual report described in Section 9.01 of these
fullest extent permitted by law, this corporation shall
indemnify its directors, officers and employees,
including persons formerly occupying any such positions,
against all expenses, judgments, fines, settlements, and
other amounts actually and reasonably incurred by them
in connection with any "proceeding," as that term is
used in the Corporations Code.
winding up and dissolution of this corporation, after
paying or adequately providing for the payment of the
debts, obligations and liabilities of the corporation,
the remaining assets of this corporation shall be
divided among the regular members in good standing on
the date of dissolution. Distribution of funds to be
determined at that time of dissolution by the current
membership. In the alternative, the Board of Directors
may distribute part or all of the remaining assets to a
Section 501(c)(3) tax-exempt charitable organization.
CERTIFICATE OF SECRETARY
AND DECORATING CONTRACTORS' ASSOCIATION OF SACRAMENTO,
certify that I am the duly elected Secretary of said
Corporation and that the foregoing Restated By-Laws
constitute the By-Laws of said Corporation as duly
adopted at a meeting of the Members there held on April