Bylaws

ARTICLE I

NAME

The name of the organization shall be “Indiana Land Improvement Contractors Association Inc.” and shall hereinafter be referred to as the Association.

ARTICLE II

PURPOSES AND POLICIES

Section 1 – Purposes. The Purposes of the Association are:

      • To promote water management and land improvement practices and the construction of those practices by qualified land improvement contractors in the State of Indiana;
      • To encourage land improvement contractors in the State of Indiana to provide high quality work to land users and developers;
      • To provide educational programs and services to and for land improvement contractors in the State of Indiana.

Section 2 – Policies. In order to carry out its purposes, the Association:

      • Will include in its regular membership class only land improvement contractors who perform high quality work with quality workmanship and materials as prescribed by the standards and specifications;
      • Will cooperate with local, state, and federal agencies and other organizations in promoting educational programs and services about water management. Land improvement practices, and construction management techniques;
      • Will sponsor workshops, exhibits, and other educational opportunities for land improvement contractors to improve their knowledge and skills in the design, application, and installation of land improvement practices;
      • Will publish and distribute periodicals and publications for the benefit of the membership;
      • Will recognize all classes of membership for participation in the Association and Association Sponsored Activities;
      • Will not sell or make membership or mailing lists available to any individual, organization, or other entity; but will publish a directory of the membership for distribution to all members, advertisers, and cooperating agencies and;
      • Will not sponsor or endorse any company, product, or business.

ARTICLE III

MEMBERSHIP

Section 1 – Membership. Members of the Association shall be listed in six (6) classes:

a. Regular Members (called Members) – Bonafide active land improvement contractors who sub-scribe to the purpose and objective of the Association. A Regular Member can be an individual or an organization; more than one person of an organization can be a Regular Member. An applicant to be a Regular Member must be recommended by a current Regular Member or Associate Member, and be accepted by the Board of Directors.

b. Associate Members (called Associates) – Individuals or organizations actively engaged in manufacturing or selling materials, equipment, supplies, or related items pertaining to land improvement.

c. Affiliate Members (called Affiliates) – Individuals or organizations who are interested in furthering purposes and objectives of the Association, but who do not qualify as Members of Associates.

d. Honorary Members – Individuals or organizations so designated by the Board of Directors.

e. Retired Members – Individuals who have been Regular Members in good standing but are no longer an active and improvement contractor because of retirement may apply for membership as a Retired Member. Approval by the Board of Directors is required.

f. Junior Members – Individuals who are a family member, partner or employee of a current Regular Member. They are only a state member. There will be no National LICA benefits.

g. Members – An applicant for any class of membership must be recommended by a current regular member or associate member and accepted by the Board of Directors.

Section 2 – Non-Discrimination. There shall be no discrimination because of sex, race, color, age, handicap, religion, national origin, or ancestry.

Section 3 – Membership Certificates. Members of all classes shall receive a membership certificate signed by the President or Vice President, and the Secretary-Treasurer or Executive Director. The membership certificate shall show the class and effective date of membership and shall not be transferable.

Section 4 – Membership List. A complete and accurate list of the names and addresses of the membership of the Association shall be maintained at the principal office of the Association by the Executive Director. It shall be subject to inspection by any member, for any purpose, at any reasonable time.

Section 5 – Meetings of Membership

a. Place of Meetings – All meetings of the membership shall be held at the principal office of the Association or at such other locations as designated by the Board of Directors.

b. Annual Meetings – The annual meeting of the membership of the Association for the election of officers and directors and for the transaction of such other matters as may properly come before the meeting shall be held in the last full week of January each year.

c. Special Meetings – Special meetings of Members may be called at any time by the President, by a majority of the Board of Directors, or by written petition signed by not less than ten per-cent (10%) of the Members.

d. Notice of Meetings – A written notice stating the place, day, hour, and purpose of each meeting shall be mailed and or emailed by the Secretary-Treasurer, Executive Director, or other person calling the meeting, to each member, at the physical address or email address which appears on the records of the Association, at least ten (10) days before the date of such meeting. Notice of any meeting of the members may be waived in writing filed with the Secretary-Treasurer or Executive Director or by attendance in person.

e. Quorum – Ten percent (10%) of the members of the Association represented in person or by proxy shall constitute and quorum.

Section 6 – Voting

a. Each Regular Member and Junior Member is entitled to one vote.

b. Associates, Affiliates, Honorary Members and Retired Members shall be non-voting members.

c. A Regular Member may vote in person or by proxy if executed in writing and filed with the Executive Director prior to the meeting.

d. The act of a majority of the Members present, in person or by proxy, at a meeting at which a quorum is present shall be the act of the Members.

e. A secret ballot shall be used in voting for officers and directors of the Association, unless only one person is nominated for the office.

Section 7 – Spouses. Spouses of Regular Members may serve on committees. A spouse of a Regular Member may be elected as a district representative or officer and while serving as district representative or officer shall be entitled to vote at all Association meetings and otherwise shall have all the rights and duties of Regular Members on all matters except those special benefits accruing with payment of dues. Payment of Second Member dues by the spouse of a Regular Member is optional.

ARTICLE IV

OFFICERS

Section 1 – Officers. The officers of the Association shall be President, Vice-President, Secretary-Treasurer, and an Executive Director.

Section 2 – Qualifications.

a. The President, Vice-President, and Secretary-Treasurer shall be Regular Members of the Association.

b. No more than one Member of any business entity may hold an office at the same time.

c. The Executive Director shall not be a Regular Member of the Association.

Section 3 – Election. The President, Vice-President, and Secretary-Treasurer shall be elected by a majority vote of those Regular Members voting at the annual meeting each year.

Section 4 – Term of Office

a. The President, Vice-President, and Secretary-Treasurer shall assume office following their election and hold office for a term of one year or until his or her successor is elected and qualified, or his or her death, resignation, or removal.

b. An officer may succeed himself in office.

c. The Executive Director shall serve at the pleasure of the Board of Directors.

Section 5 – Vacancies. Vacancies in any of the offices of the Association, except that of the Executive Director, for any reason shall be filled by the Board of Directors at any regular meeting or special meeting called for that purpose, and any officer so elected shall serve until his or her successor shall be elected and qualified, or death, resignation, or removal.

Section 6 – Removal. The President, Vice-President, and Secretary-Treasurer of the Association may be removed, for any reason, by an affirmative vote at any regular meeting or special meeting of the Members called for such purpose. An affirmative vote of two-thirds of the total Regular Members of the Association shall be required to affect such a removal.

Section 7 – Duties.

a. The President of the Association, subject to the general control of the Board of Directors, shall manage and supervise all the affairs of the Association and shall discharge all of the usual functions of the President of an Association. In addition to having such power and duties prescribed by the Bylaws or the Board of Directors, the President shall;

– Preside over all meeting of the membership;
– Serve as Chairman of the Board of Directors;
– Call special meetings of the Members and special meetings of the Board of Directors;
– Sign all papers and instruments of the Association as he may be authorized or directed to sign by the Board of Directors;
– Supervise the work of the Executive Director;
– Have the duties of the Executive Director performed whenever there is no Executive Director appointed by the Board of Directors, or when the Executive Director cannot perform the duties required of that office;
– Assume active, constructive leadership of the Association with responsibility for its success and progress;
– Serve on the Nominating Committee after completion of his term of office.

b. The Vice President shall have such powers and perform such duties as the Board of Directors may, from time to time, prescribe, or as the President , from time to time, may delegate to him. The Vice President shall temporarily assume the duties of the President in the absence or inability of the President to act.

c. The Secretary-Treasurer shall:

– Have Custody of all money belonging to the Association and keep a full and complete record of receipt and disbursements thereof;
– Pay out all money by check upon order of the president or as directed by the Board of Directors. (The Board may authorize the Secretary-Treasurer to make cash payment to certain expenses);
– Perform such other duties of a Secretary-Treasurer of an association or as the Board of Directors shall prescribe.

d. The Executive Director shall;

– Keep a complete record of all meetings of the Members, of the Board of Directors, or any committee in which the Executive Director is an ex officio member, and of any other special committee as requested by the President of the Board of Directors;
– Have general charge and supervision of, and safely keep, books and records of the Association;
– Serve all notices required by law, or these bylaws, or as directed by the Board of Directors, or by the President;
– Perform other duties as assigned by the Board of Directors or the President.

e. The Recording Secretary shall:

– Take all recording of meetings of the Board of Directors, and any other spe cial meetings as requested by the President of the Board of Directors.
– In the event that the Recording Secretary is unable to attend said meeting, the Executive Director and/or President of the Board of Directors will be required appoint a suitable replacement.

Section 8 – Executive Committee. The officers of the Association shall constitute the Executive Committee.

ARTICLE V

BOARD OF DIRECTORS

Section 1 – Board of Directors. The business of the Association shall be managed by the Board of Directors, hereinafter call the Board, who shall have general supervision and control of the business and affairs of the Association and shall establish all necessary procedures and guidelines not inconsistent with the law and the Articles of Incorporation or By-Laws of the Association.

Section 2 – Directors. The Board of Directors shall consist of:

      • The President, Vice-President and Secretary-Treasurer of the Association;
      • The immediate Past-Presidents of the Association for two years following completion of a term of office as President;
      • Three representatives from each of four districts;
      • The Executive Director; and
      • Chair of the Ladies Committee.

Section 3 – District Representatives.

a. For the purpose of the district representation, the State of Indiana is divided into four districts, the district boundaries and names in accordance with the four areas as shown on the accompanying map.

b. A district representative shall be a Member residing in that district and shall be elected by the Members of the Association at the annual meeting.

c. District representatives shall be elected to serve a term of three years

d. District representatives may succeed themselves as Directors

e. One representative shall be elected from the district each district each year, except at the annual meeting in January 2005, representatives from District NW, NE, SW, and SE, shall be elected; one each for a one-year term and one each for a two-year term; and one each for a three year term.

Section 4 – Associates Representatives.

a. Associates Representatives shall be elected to serve as Directors for a term of three years, with the terms staggered so that one Associate representative is elected as a Director by the Members of the Association at each annual meeting.

b. No more than one Associate from any business entity may be a Director at the same time.

c. An Associates representative Director may not succeed himself in office.

d. Recommendations for Associates representatives shall be made by the Associates Committee, and certified to the membership by the Associates Committee chairman.

Section 4 – Executive Director. The Board shall appoint an Executive Director. The Executive Director shall be an ex officio member of the Board without a vote.

Section 6 – Chairman of the Board. The President of the Association shall be the Chairman of the Board.

Section 7 – Meetings of the Board of Directors.

a. The annual meeting of the board of Directors shall be held in March first, or within 30 days thereafter as called by the incoming president, for the purpose of the organization and the transaction of such other business as properly may come before the meeting. The meeting will be held at the principle office of the Association or as such other location within the State of Indiana as designated by the incoming president.

b. Regular meetings shall be held at such time and place as designated by the Board of Directors.

c. Special meetings may be held upon notice by the President or any seven members of the Board of Directors. Notice of each special meeting, either in person or by telephone, mail, or email, shall be given at least 48 hours to the meeting and shall specify the place, day, hour, and purpose of the meeting. Notice may be waived in writing, and attendance at the meeting shall constitute waiver of notice. Business to be transacted at special meetings shall be restricted to subject matter stated in notice.

d. Notice of Meetings. A written notice stating the place, day, hour and purpose of each annual or regular meeting shall be mailed or email by the Executive Director to each Director, at the address which appears on the records of the Association, at least ten (10) days before the date of such meeting. Notice of any meeting of the Board of Directors may be waived in writing filed with the Executive Director or by attendance in person.

e. The presence of at least twenty-five percent (25%) of the existing voting Directors shall constitute a quorum.

Section 8 – Voting.

a. Each director, except the Executive Director, shall have one vote.

b. The Executive Director shall be without a vote.

c. The act of a majority of the directors present at a meeting who constitute a quorum shall be the act of the Board of Directors, except that the vote of a majority of the remaining voting Directors shall be required to approve the appointment to fill vacancies.

Section 9 – Vacancies. Any vacancy caused by death, resignation, or otherwise shall be filled by appointment of the President with the approval of the remaining directors. Such appointee shall serve until the next annual meeting of the Board of Directors or until his or her successor shall be elected and qualified, or death, resignation or removal. If the term for that Director does not expire, a Director shall be elected by the Members for the remainder of the term at the next annual meeting of the membership.

Section 10 – Removal. Any member of the Board of Directors, except the Executive Director may be removed, for any reason by an affirmative vote of at least two-thirds of the Members at any annual meeting or any special meeting of the Members of the Association called for such purpose and a successor may be elected at the same meeting to fill the unexpired term of any Director so removed. Failure to elect a Director at such meeting to fill the unexpired term of any director so removed shall be deemed to create a vacancy on the Board of Directors which may be filled by the remaining directors in accordance with paragraph 5.09 of this Article.

Section 11 – Employees. The Board may appoint one or more employees or agents who shall perform such duties and shall exercise such authority as the Board shall vest in them.

ARTICLE VI

COMMITTEES

Section 1 – Executive Committee.

a. The Executive Committee shall be a standing committee of the Association composed of the officers of the Association. The Executive Director shall be without a vote.

b. The Executive Committee shall have all the powers of the Board of Directors between meetings thereof, except the power of the Board that cannot be delegated to a committee.

c. All actions of the Executive Committee shall be subject to ratification by the Board. Ratification may be made at a meeting of the Board or by mail, telephone, or email, and certified by the Executive Director.

Section 2 – Associates Committee.

a. The Associates Committee shall be a standing committee composed of all Associate Members for the purpose of considering any matter of concern to the Associates and recommending action to the Association.

b. The Associates committee will recommend one Associate as representative each year to the Members at the annual meeting for election to a three-year term as Director of the Association.

c. The chairman of the Associates Committee will certify the Associates Committee nominations for Directors to the Members.

Section 3 – Budget and Finance Committee.

a. The Budget and Finance Committee shall be a standing committee of the Association for the purpose of preparing a budget and auditing the financial records of the Association.

b. The Budget and Finance Committee shall consist of at least three members of the Association, one of whom shall be designated as Chairman. The committee shall be appointed by the President with the approval of the Board of Directors. The Secretary-Treasurer and the Executive Director will be ex officio members of this committee without a vote.

Section 4 – Nominating Committee.

a. The Nominating Committee shall be a standing committee of the Association for the purpose of nominating Members for officers and district representatives. At the request of the President or the Board of Directors, it will also act as a Search Committee to nominate persons for Executive Director, members, and/or chairman of committees, or other employees.

b. The Nominating Committee shall be composed of the three immediate Past Presidents of the Association who are Members of the Association and such other members as appointed by the President.

c. The Chairman of the Nominating Committee shall be the senior immediate Past President.

Section 5 – Other Committees. Other committees shall be appointed by the President as needed to carry out the purposes of the Association.

ARTICLE VII

DUES

Section 1 – The Board of Directors shall determine the amount of the annual dues for the Regular Members, Associates, Affiliates, Retired and Junior Members. There shall be no dues for Honorary Members.

Section 2 – Annual dues shall be the same as that of the preceding year unless the Board of Directors determines a change in the dues and the membership is notified of the amount prior to October first preceding the year in which the dues change shall take effect.

Section 3 – All membership dues become due and payable on January first of each year.

Section 4 – Any member not paying dues by March 15th shall be dropped from active membership.

Section 5 – Any new member, not holding membership the previous year, paying dues on or after September first shall be a paid-up member for the succeeding year, except that the new member shall pay any increase in dues for the succeeding year.

Section 6 – The Board may reduce the dues for out-of-state Members who are Members of their home state LICA chapter and whose national dues are paid by their home state association in lieu of being paid by this Association.

Section 7 – Second Member dues shall be established by the Board of Directors. A Second Member is defined as an additional (one or more) Regular Member from the same business (company).

ARTICLE VIII

CODE OF ETHICS

Section 1 – Members will use good quality materials that meet recognized standards and specifications, knowing that some customers are not familiar with the standards and depends upon the contractor’s knowledge.

Section 2 – Members will cooperate with all government agencies assisting the customer with land improvement practices.

Section 3 – Members will advise customers of the best land improvement practices and put them into use, remembering that these are only good business practices and stress the fact that the Members of the Indiana Land Improvement Contractors Association are interested in bringing customers the best of services and materials available.

ARTICLE IX

MISCELLANEOUS

Section 1 – Parliamentary Authority. The current revision of the Roberts Rules of Order shall be used as a guide to conduct all meetings of the Association unless they are clearly inapplicable or are not consistent with these Bylaws.

Section 2 – Fiscal Year. The fiscal year of the Association shall be the calendar year.

Section 3 – Corporate Seal. The seal of this corporation shall be circular in form with the name of the corporation around the top of it’s periphery, the word “INDIANA” around the bottom of its periphery, and the word “SEAL” through the center.

Section 4 – Execution of Contracts and Other Documents. All contracts and other documents requiring execution by the Association may be signed by the President or Vice-President and at-tested by the Secretary-Treasurer or the Executive Director. The Board of Directors may authorize any other person, whether or not an officer to sign such contracts and documents.

Section 5 – Financial Accounts. The authority to establish accounts with financial institutions and to withdraw there from or issue checks thereon shall be established by the Board of Directors.

Section 6 – Compensation. No officer or member of the Board of Directors of the Association, except the Executive Director, shall receive compensation for the performance of duties arising from such position, provided however, officers and members of the Association may be reimbursed for reasonable out-of-pocket expenses.

Section 7 – Non-Profit Organization. The Association shall be operated at all times on a non-profit basis for the mutual benefit of membership.

Section 8 – Dissolution. In the event of dissolution of the Association, the Board of Directors, after paying or making provision for the payment of all liabilities of the Association in such manner or to such organizations organized and operated exclusively for the educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954. Any assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization as said court shall determine which are organized and operated exclusively for educational or scientific purposes.

Section 9 – Non-Liability of Members. The private property of the Officers, Directors, and Members shall be exempt from execution or other liability for the debts of the Association and no Officer, Director, or Member shall be liable or responsible for any debts or liabilities of the Association.

Section 10 – Amendments of Bylaws. The Bylaws may be amended or repealed and new Bylaws may be adopted at the annual meeting or at a special meeting called for such purpose. Amendments may also be made by special mail ballot, if so ordered by the Board of Directors. A majority of those voting, and an affirmative vote of at least twenty percent (20%) of the Regular Members, shall be necessary for the adoption of any amendment or change. For the purposes of the Annual Meeting, the number of Regular Members shall be considered to be the number listed on the roster for the preceding calendar year.

Section 11 – Effective Date. These Bylaws shall become effective January 1, 1984. Amended January 29, 1987. Amended January 24, 1991. Amended January 28, 1993. Amended January 27, 1994. Amended January 31, 1997. Amended December 4, 2004. Amended January 25, 2007. Amended January 27, 2016.