ARCA Bylaws

Arizona Roofing Contractors Association

A Nonprofit Corporation

ARTICLE I - NAME, LOCATION AND RECORD

1.1 NAME
The name of the corporation shall be the Arizona Roofing Contractors Association. The initials ARCA are hereby defined
to mean Arizona Roofing Contractors Association.

1.2 LOCATION
The location of the principal office shall be in any city within the State of Arizona as designated by the Board of
Directors. The Association may have such other offices as directed by the Board of Directors.

1.3 RECORD
For purpose of record, the Articles of Incorporation of this corporation were recorded on the 19th day of October, 1970.
These Articles of Incorporation were amended in 1986 and Amendments were recorded on the 14th day of January,
1987. Articles of Incorporation were further amended on February 7, 1996 and Amendment was recorded on March 14,
1997. Articles of Incorporation were further Amended on October 8, 2005 and recorded on October 24, 2005. Articles of
Incorporation and Amendments are on file at the office of the Arizona Corporation Commission, Phoenix, Arizona,
file number 00807753.

ARTICLE II - AFFILIATES AND STATUS

2.1 AFFILIATES
This Association shall be affiliated with and participate in the activities of the Western States Roofing Contractors
Association, the National Roofing Contractors Association and any other organization as directed by the Board of
Directors of this Association.

2.2 STATUS
This Association shall be nondiscriminatory, non-partisan, non-sectarian and nonprofit in its purposes, objectives and
activities.

ARTICLE Ill - PURPOSE AND OBJECTIVES

3.1 PURPOSE AND OBJECTIVES The purpose and objectives for which this Association is formed are as follows:
A. To unite those engaged in the roofing industry in Arizona for the purpose of exerting a beneficial influence upon the
industry and related interests.

B. To enhance the image of the roofing professionals and industry in Arizona.

C. To build consumer confidence and safeguard the public welfare through adherence to the Association’s “Code of
Ethics” governing Members’ business practices.

D. To obtain and make available to its Members pertinent information relative to the industry for each Member’s
beneficial use.

E. To make, enter into, carry out and enforce any contract, agreement or transaction which the Board of Directors
believes to be in the best interest and for the benefit of its Members and to perform and/or engage in such other
things that will promote and safeguard the interests of the roofing industry in the state of Arizona.

F. To foster constructive and progressive legislation, especially as it may affect the roofing contractor, suppliers and
related trades, and other services involved in the roofing industry.

G. To promote confidence, respect and good fellowship among all who are directly or indirectly engaged in the roofing
industry.
H. Such other purposes as may be determined from time to time by the Board of Directors.

ARTICLE IV – MEMBERSHIP

4.1 CLASSES OF MEMBERSHIP There shall be three classes of Membership as follows:

A. Roofing Contractor Members

B. Associate Members

C. Life Members

4.2 ROOFING CONTRACTOR MEMBER QUALIFICATIONS In order to qualify and maintain current status as a Roofing
Contractor Member of this Association, each Roofing Contractor Member shall, as a minimum, meet each of the
following requirements:

Shall be a licensed roofing contractor in the state of Arizona.
Shall maintain a permanent place of business in the state of Arizona.
Shall meet and maintain bonding requirements as set forth by the state of Arizona.
Shall pay for and maintain in effect for the duration of their Membership, worker’s compensation insurance (or legal
equivalent) covering all employees. Each Member further agrees to pay for and maintain for the duration of their
membership a comprehensive liability insurance policy in a sufficient amount to protect all parties to their contracts,
but in any event, bodily injury and property damage limits shall not be less than $500,000.00.
Shall subscribe and adhere to all applicable “Minimum Workmanship Standards” as prescribed by the Registrar of
Contractors of the state of Arizona.
Shall not engage in illegal or unscrupulous activity which would serve to bring discredit to the Association or any of
its Members.
Shall comply with all local, state and federal regulations regarding safety, employment, business operations and
taxes.
Shall make every reasonable effort to provide a work environment that is as safe as possible for all employees and
the general public.
Agrees to make every effort to resolve any complaints filed with the Registrar of Contractors in a timely fashion.
Further, in the event of a dispute, Member agrees to utilize mediation/arbitration as a first, best resolution in order
to maintain a positive image for the Association and its Members. (Nothing here is intended to limit the use of other
legal and rightful remedies to which the Member may be entitled.)
Agrees, as a condition of Membership, to be bound by the criteria set forth above, and to strictly adhere to the By-
Laws and Code of Ethics of the Arizona Roofing Contractors Association in the conduct of their business.

4.3 ASSOCIATE MEMBER QUALIFICATIONS
In order to qualify and maintain current status as an Associate Member of this Association, each Associate Member shall
meet the requirements defined in Section 4.2 insofar as they are applicable.
Any individual, sole proprietor, partnership or corporation conducting business in the state of Arizona may apply for
Associate Membership in this Association.

4.4 LIFE MEMBER QUALIFICATIONS
Life Membership may be bestowed upon any individual, company or corporation deemed worthy of such honor by the
Board of Directors of this Association. A two-thirds (2/3) majority vote of the Board of Directors will be required to
award a Life Membership. All votes to bestow life membership will be conducted via email ballot (reply only) to ensure
confidentiality. Individuals being considered will not be informed of their nomination.

4.5 APPLICATION FOR MEMBERSHIP
Application for Membership in this Association shall be submitted in writing or online. Such application shall contain
information as required by the Board of Directors, including the name of the individual selected by the applicant
company or corporation to be its representative in this Association.

The Executive Director may grant a conditional acceptance of the application until such time as the Board of Directors
may act on the application at its next regularly scheduled meeting or an email vote of acceptance is achieved.

4.6 PRIVILEGES OF MEMBERSHIP
A. ROOFING CONTRACTOR MEMBERS Roofing Contractor Members shall have all rights and privileges afforded
Members of this Association.

B. ASSOCIATE MEMBERS Associate Members shall have all rights and privileges afforded Members of this Association.

C. LIFE MEMBERS Life Members of this Association shall have such rights and privileges as the Board of Directors may,
from time to time, determine.

D. ALL MEMBERS All Members, regardless of class, shall be eligible to serve as a project or committee chairperson and
shall be eligible for service on any committee of this Association.

Each Member, In good standing in the Association, is eligible to replicate/use the ARCA logo on advertisement to
identify their affiliation.

4.7 OBLIGATIONS OF MEMBERSHIP
It shall be the duty and responsibility of every Member of this Association to abide by the By-Laws of this Association
and to conduct business in accordance with the rules and regulations of the State of Arizona governing our industry. It
shall also be the duty and responsibility of every Member of this Association to adhere to the “CODE OF ETHICS” of this
Association to the best of their ability in all business endeavors.

4.8 SANCTIONS FOR NON-COMPLIANCE WITH MEMBERSHIP CRITERIA
In the event that a current Member is in substantial noncompliance with membership criteria established in these By-
Laws, the following procedures shall apply:

Upon receiving a complaint or information that a Member has violated Association rules or By-Laws, the Board of
Directors shall issue a letter of notification to the Member in question stating the nature of the problem and that
corrective action must be taken.

Within a period of thirty (30) days from date of notification, the Member in question must notify the Board of Directors,
in writing, that the problem has been resolved or corrected. Failing receipt of notification from the Member, the Board
of Directors shall authorize the appointment of a Review Board, which shall convene to handle the matter.

The Review Board shall consist of five (5) Roofing Contractor Members with two (2) alternates as appointed by the
President and confirmed by the Board of Directors. The Review Board shall sit for a period of one (1) year and convene
only as needed and as directed by the Board of Directors.

The Review Board shall adhere to the following guidelines:

Research the facts available in each case.
Interview all parties involved in the case and record pertinent information.
Investigate the facts and recommend a course of action to the Board of Directors.
Keep minutes of Review Board meetings which shall be maintained by the Association.

Sanctions that may be imposed include:

Probation until the complaint has been resolved.
Suspension of membership privileges for a period of one (1) year.
Revocation of membership with no future reinstatement. The Review Board will present its findings and
recommendations to the Board of Directors who will make the final decision in the matter. The Member in question
shall be notified in writing of the findings.

The decision of the Review Board, once approved by the Board of Directors, is final and sanctions become effective
immediately.

4.9 SUSPENSION OR EXPULSION
Any Member who fails to pay their annual dues, or any other financial obligation owed to the association within thirty
(30) days of the due date shall receive a notice of default in writing, and if the obligation is not paid within thirty (90)
days of said notice, said Member shall be suspended from the Association for a term fixed by the Board of Directors. If
all dues and charges are not current at the end of the period of suspension the Member shall be expelled.

Upon application for membership by any Member expelled for nonpayment of dues and charges, the amount of such
dues and charges owing before expulsion must be paid in full as a condition of re-admission unless otherwise directed
by the Board of Directors.

Any Member who shall be guilty of improper conduct in or about the premises of this Association, or at any event held
or sponsored by this Association, or any Member who, in the conduct of his business or in his dealings with his fellow
Members or with the public, reflects discredit upon the Association or industry represented by it, or who fails to abide
by these By-Laws may be expelled by the Board of Directors after notice and a hearing. A two-thirds (2/3) majority vote
of the Board of Directors will be required to expel any Member.

Any appeal of such expulsion shall be submitted in writing to the Executive Director. At their next meeting, the Board of
Directors shall consider the appeal and notify the appellee of their decision in writing within a period of thirty (30) days.
Any Member suspended or expelled from the Association for any cause whatsoever shall be deemed to have waived all
claims for damages for or because of such suspension or expulsion.

ARTICLE–V - GOVERNMENT

5.1 GOVERNMENT
The government of this Association shall be vested in a Board of Directors as prescribed in these By-Laws.

5.2 BOARD OF DIRECTORS
The Board of Directors shall consist of at least five (5) Officers and not less than three (3) Directors. At least four (4)
officers shall be elected and one (1) shall be the Immediate Past President of the Association. Officers and Board of
Directors shall be limited to one (1) representative at any one time.

5.3 OFFICERS
The Officers shall be a President, First Vice President, Second Vice President, a Secretary/Treasurer and Immediate Past
President. The Officers comprise the Executive Committee and they are exempt from the remainder of the Board for
Contractor and Associate ratio purposes.

5.4 DIRECTORS
The Directors shall consist of not less than three (3) Members with a simple majority representing Roofing Contractor
Members.

A maximum of eight (8) Associate Members may serve as Directors of the Association with full voting privileges.
Associate Directors shall represent at least two different segments of the roofing industry. If eight (8) Associate
Members are on the Board a minimum of nine (9) Contractor Members (simply majority) must serve.

5.5 QUALIFICATIONS
To be eligible for election as an Officer of this Association, a candidate must be from a Roofing Contractor Member
company or corporation that is in good standing in the Association. A prerequisite to becoming an officer requires
serving as a current Board Member.
To be eligible for election as a Director of this Association, a candidate must be from a Roofing Contractor or Associate
Member company or corporation that is in good standing in the Association.

5.6 TERM OF OFFICE
The term of office for each Officer or Director shall be one (1) year or until a successor is qualified and elected Officers
and Directors are eligible for re-election to any office. The President is limited to two (2) consecutive terms.

5.7 VACANCIES
Vacancies that may occur on the Executive Committee or the Board of Directors for any reason may be filled for the
unexpired term by consensus of the Executive Committee appointment with confirmation by the Board of Directors.
Vacancy of the Immediate Past President position (nonelected) will ideally be filled by a member that previously held
that position.

ARTICLE VI - EXECUTIVE DIRECTOR

6.1 APPOINTMENT
The Board of Directors shall appoint, employ or contract with an individual to serve as the Executive Director of this
Association.

6.2 TERM OF OFFICE, CONDITIONS OF CONTRACT AND COMPENSATION
The term of office, conditions of contract and compensation of the Executive Director shall be fixed by the Board of
Directors and defined in a “Contract Agreement” to which both parties shall be signatory.

6.3 DUTIES
The Executive Director shall be the Chief Executive of the association and will be responsible for all management
functions and the day to day activities of the Association as directed by the Board of Directors. This person shall carry
out the directives of the President and perform such other duties as may be assigned by the Board of Directors.
The Executive Director shall deposit or cause to be deposited all funds of the Association in a depository approved by
the President and/or the Secretary Treasurer. The Executive Director shall disburse or cause to be disbursed the funds of
the Association. He shall keep, or cause to be kept, all books and records of the Association.
This person shall attend all meetings of the Board of Directors and the Association and shall keep full and accurate
minutes thereof and maintain an official book of minutes for the Association.

The Executive Director shall be an Ex Officio member of all committees of this Association but shall not have voting
privileges.

6.4 VACANCY
In the event of a vacancy in the office of Executive Director, the Board of Directors may appoint a successor to fill the
vacancy at its discretion.

ARTICLE VII - ELECTIONS AND VOTING

7.1 ELECTION
The election of Officers and Directors shall take place at the business meeting held in concurrence with the Annual Expo.
If the slate of Officers and Directors is in compliance with the required contractor/associate member ratio no ballot vote
will be required and they are elected by a plurality vote. Election shall be by ballot if more than eight (8) Associate
Members are vying for the limited board positions an election by ballot is required.

The Executive Director shall be required to retain all such ballots as received and present the same to the Executive
Committee for certification. In the event of a tie ballot, the names of those nominees or candidates tied for election
shall be resubmitted to the membership and another ballot taken. The individual receiving the highest number of votes
shall be declared elected.

7.2 VOTING
Each Member company or corporation shall be entitled to cast one (I) vote and shall designate a representative as its
voting delegate.

7.3 VOTING BY PROXY
Any Member may be represented at any membership meeting in the absence of the duly accredited representative of
such Member by a proxy issued by such representative to any other duly accredited representative or to any Officer or
Director of this Association. Proxy vote must be submitted in writing, on a form approved by the Association.

The person holding such proxy or proxies, if the same be properly issued, shall have the same rights at such meeting as
the Member or Members could exercise if personally in attendance.

No member shall have the right to be represented at any meeting except as herein provided.

7.4 INSTALLATION
Officers and Directors elected at the Annual Convention shall be installed at the convention and shall assume the duties
of office on the first Sunday following the election and serve until the next Annual Convention or until a successor is
qualified and elected.

ARTICLE VIII - DUTIES OF OFFICERS

8.1 PRESIDENT
The President of the Association shall preside at all meetings of the Association and of its Board of Directors and
Executive Committee and shall perform such duties as the Board of Directors or the Association designates. The
President shall be empowered to appoint all Standing and Special Committees and Committee Chairpersons, except
those Chairpersons designated in these By-Laws, with the approval of the Board of Directors. The President shall be an
Ex Officio member of all committees of this Association.

8.2 VICE PRESIDENTS
The First Vice President of the Association shall assist the President in the performance of his duties and, in the absence
of the President, shall preside at all meetings.

The Second Vice President of the Association shall assist the President in the performance of his duties and, in the
absence of the President and First Vice President, shall preside at all meetings.

Vice President ‘s shall serve with seniority and shall move automatically into succession to the office of President.

8.3 SECRETARY/TREASURER
The Secretary/Treasurer shall serve as Chairman of the Budget and Investment Committee. That person will prepare all
budgets for the Association and submit the same to the Board of Directors for approval and supervise the audits of the
Association books and records as required in Article 14, Section 14.6.

8.4 IMMEDIATE PAST PRESIDENT
The Immediate Past President shall serve as a member of the Executive Committee and the Board of Directors with full
voting privileges. The Immediate Past President shall attend all meetings of the Executive Committee and the Board of
Directors.

8.5 BOARD OF DIRECTORS
Members of the Board of Directors shall attend all meetings of the Board of Directors and the Association and shall have
such other duties as designated by President or the Association.

The Board of Directors shall have the control and general management of the affairs and business of the Corporation.
Such Directors shall, in all cases, act as a Board, regularly convened, by a majority, and they may adopt such rules and
regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not
inconsistent with these By Laws and the laws of the state of Arizona The Board of Directors shall further have the right
to delegate certain other powers to the Executive Committee as provided in these By-Laws. The Board of Directors shall
control the fiscal affairs of the Corporation.

ARTICLE IX - REMOVAL FROM OFFICE

9.1 REMOVAL FROM OFFICE
Any elected Officer or Director of this Association may be removed from office as a result of failure to fulfill the duties of
said office, failure to attend meetings as required or for conduct that is detrimental to the best interests of this
Association. Said removal must adhere to the following procedures:

A. A petition stating the charges warranting such removal shall be signed by not less than three (3) members of the
Board of Directors and mailed to all members of the Board of Directors.

B. The President and/or Executive Director of the Association shall provide the charged Officer or Director with written
notice of the charges at least thirty (30) days before the petition is to be acted upon.

C. The President and/or Executive Director of the Association shall provide written notice of the charges to each
member of the Board of Directors at least ten (10) days before the petition is to be acted upon.

D. Removal proceedings shall be conducted in person. The charged Officer or Director shall be heard only after the
petitioners have presented their case. Two-thirds (2/3) vote of the Board of Directors shall be required for removal
from office and all votes shall be by secret ballot.

E. Removal proceedings shall not be conducted more than once on the same charge or evidence.

F. The President may, at his discretion, recommend to the Executive Committee the removal of any Officer or Director
for failure to attend meetings as required and said Officer or Director may be removed from office by majority
action of the Executive Committee.

ARTICLE X - POLICY

10.1 AUTHORITY TO ESTABLISH POLICY
Authority is herein provided to grant the Board of Directors the power to establish written policy which will provide a
method whereby the policies, traditional procedures, administrative routines, pomp, ceremony, protocol, and other
activities may be recorded.

10.2 BINDING POLICY
The written policy shall be binding on the operation of the Association from administration to administration in a
continuing manner so the Board of Directors may be free of minor routine decision making and to ensure that continuity
of actions and methods shall be maintained and employed in the Association’s affairs. The employee manual which
establishes policies for vacation, sick and overtime pay, etc. is one such document.

ARTICLE XI - AUTHORITY TO BIND AND ESTABLISH SERVICES

11.1 AUTHORITY TO BIND AND ESTABLISH SERVICES
The Board of Directors may authorize any Officer or Officers, agent or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to
specific instances.

No Member of this Association shall contract for or incur any debt or enter into any agreement or otherwise obligate
this Association except by authorization of the Board of Directors.

ARTICLE XII - INDEMNIFICATION

12.1 INDEMNIFICATION
Each person who, at any time, is or has been, a Director, Officer, Chairperson, Executive Director or Employee of this
Association, and is made a party to any pending action, suit or proceeding, or any appeal in connection therewith,
whether civil, criminal, administrative or investigative, by reason of the fact that he is, or was, a Director, Officer,
Chairperson, Executive Director or Employee of the Association, or served at the request of the President or the Board of
Directors as a Director, Officer, Chairperson, Executive Director, Employee, Trustee or Agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be saved harmless and indemnified against expenses and
liability (including, but not limited to, attorney’s fees, judgements, costs, fines and amounts paid in settlement), actually
and reasonably incurred by him in connection with any such suit, action, proceeding or appeal therefrom to the full
extent permitted by law.

The foregoing right of indemnification shall not be deemed exclusive of any rights of indemnification to which any
Director, Officer, Chairperson, Executive Director or Employee may be entitled under any statute or under any By-Laws,
agreement, vote of Directors, Members, or otherwise. The foregoing indemnity shall survive the death of any person
covered thereby and shall be enforced by his heirs and legal representatives. The association will maintain reasonable
and customary Director and Officer Liability coverage to cover this contingency.

ARTICLE XIII - REVENUE

13.1 REVENUE
The revenue of the Association shall be derived from dues of Members and such other sources as determined by the
Board of Directors.

13.2 DUES
The dues for all classes of Membership shall be established by the Board of Directors and shall become due on January 1
of each year. New Members shall pay one year’s dues with Membership application. A prorated adjustment will be
made mid-year with full year dues due the following January 1.
Any Member failing to pay dues as prescribed shall be subject to terms and conditions of Article IV, Section 10.

13.3 FISCAL YEAR
The fiscal year of the Association shall be from January 1st to December 31st.

13.4 ASSESSMENTS
Assessments may be levied from time to time as deemed necessary by the Board of Directors.

13.5 NON-PAYMENT OF FINANCIAL OBLIGATIONS
Any Member in arrears of payment to the Association for any reason whatsoever shall lose all Membership privileges
until such arrears are paid in full or satisfactory payment arrangements are made.

13.6 DEPOSITS
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association
in such banks, trust companies, or other depositories as the Board of Directors may select.

13.7 INVESTMENTS
The overall objective of the Association’s investment portfolio is to maximize portfolio income consistent with the
primary objective of protecting capital. The acceptable risk tolerance of the Association as a whole should be considered
very low.

The Secretary/Treasurer shall serve as Chair of the Budget & Investment Committee. The committee as a whole will
have portfolio monitoring responsibility and will report the status of the investment to the Board. The investment
portfolio shall be reviewed annually (at a minimum) to determine whether adjustments should be made.

ARTICLE XIV - COMMITTEES

14.1 APPOINTMENT
The President, with the approval of the Board of Directors, may appoint committees and assign duties and delegate such
authority as may be determined by the needs of the Association from time to time.

14.2 STANDING COMMITTEES
The following committees shall be Standing Committees to function perpetually, other committees will function as
needed:
A. Budget & Investment Committee

B. Expo Committee

C. Technical & Safety Committee

D. Executive Committee

E. Membership & Marketing Committee

F. Nominations & Elections Committee

The President shall appoint Chairpersons from among the Membership subject to confirmation by the Board of Directors
for all of the above defined committees with the exception of the Executive Committee where the President of the
Association shall serve as Chairperson, Budget and Investment Committee where the Secretary/Treasurer of the
Association shall serve as Chairperson and the Nomination & Elections Committee, where the Immediate Past President
of the Association shall serve as Chairperson.

14.3 TERM
Committee Chairpersons shall serve for a period of one (l) year or until their successor is duly appointed and confirmed.
In the event of a vacancy for any reason whatsoever, the President, with the approval of the Board of Directors, may
appoint a successor.

14.4 ORGANIZATION
All committees shall be of such size and shall have such duties, functions and powers as assigned by the President or the
Board of Directors except as otherwise specified in these By-Laws.

14.5 EXECUTIVE COMMITTEE
The Executive Committee shall consist of the President, the Vice Presidents, the Secretary/Treasurer and the immediate
Past President of the Association. Each Executive Committee member is entitled to one (l) vote. A Majority of the
committee shall constitute a quorum for the conduct of business. The Executive Committee shall have all the powers
granted to the Board of Directors, which are not specifically delegated to any committee or reserved by law to the Board
of Directors. Action taken by the Executive Committee shall be presented to the Board of Directors for ratification at
their next scheduled meeting. Any action taken by the Executive Committee, which binds the Corporation to third
parties, shall be by unanimous vote of the Executive Committee. The powers hereby granted to the Executive
Committee shall provide for an efficient business administration for the Association.

If a vacancy occurs on the Executive Committee selection of a replacement to serve out the term will be made by the
remaining Executive Committee members. The individual selected must agree to serve. The majority of the five (5)
Executive Committee positions must be held by Contractor representatives — three (3) of five (5).

14.6 AUDIT, BUDGET AND FINANCE COMMITTEE
The Budget and Investment Committee, within the fourth quarter of the fiscal year, shall review the financial statement
and establish a budget to cover the operation of the Association during the ensuing year. The proposed budget is to be
presented for Board consideration and ratification at the formal meeting of the Board of Directors each year.

The Budget and Investment Committee shall, at the direction of the Board of Directors, will review all accounts, records,
and other property of the Association and report to the Board of Directors the results of such audit. The Committee
shall, upon direction of the Board of Directors, employ a certified public accountant that shall make a complete audit of
the books and records of the Association and submit a written report to the Board of Directors.

14.7 NOMINATION AND ELECTIONS COMMITTEE
At the Board of Directors second quarterly meeting, the President shall appoint two (2) Members to serve on the
Nomination and Elections Committee along with the Immediate Past President of the Association who shall serve as
Chairperson. It shall be the duty of this Committee to study the qualifications of Members in good standing to serve as
Officers and Directors for the ensuing year and, considering qualifications and geographic location, shall submit to the
Board of Directors a slate of nominees for ratification. At least one (1) nominee for each seat shall be approved by a
majority vote of the Board of Directors. The Executive Director shall submit to the Membership the nominees for
Officers and Directors at least fifteen (15) days prior to the election.

There may be additional nominations from the floor, however, all nominees must be a Member in good standing of this
Association and, individually, must be given an opportunity to accept or decline the nomination prior to the election.
The Nomination and Elections Committee shall preside over the Annual Election.

ARTICLE XV - RULES OF ORDER

15.1 RULES OF ORDER
Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of this Association in
all instances wherein its provisions do not conflict with these By-Laws.

15.2 SUSPENSION
In accordance with Robert’s Rules of Order, this Association may not suspend these By-Laws for any purpose
whatsoever.

ARTICLE XVI - MEETINGS

16.1 ANNUAL MEETING
The Annual Meeting/Expo & Trade Show of the Association shall be held each year at such places and times as may be
determined by the Board of Directors and shall continue for a minimum period of two (2) days. This meeting shall be the
Annual Membership Meeting of the Association and shall include the Annual Election as defined in Article VII. At least
thirty (30) days written notice of such meeting shall be provided to each Member.

16.2 EXECUTIVE COMMITTEE MEETINGS
Meetings of the Executive Committee may be held at such times and places as the President or the Board of Directors
may determine. A majority of the Executive Committee present shall constitute a quorum for the conduct of business.

16.3 BOARD OF DIRECTORS MEETING
The Board of Directors shall meet at least once each calendar quarter.

16.4 SPECIAL MEETINGS (BOARD OF DIRECTORS)
The President may call special meetings of the Board of Directors at any time. Special meetings of the Board of Directors
must be called by the President whenever a majority of the Board of Directors requests him to do so. A concise
statement of purpose must accompany such requests. The Executive Director shall give notice of such meetings to each
member of the Board of Directors not less than ten (10) days prior to the meeting.

16.5 QUORUM (BOARD OF DIRECTORS)
At all Board of Directors meetings, in order to constitute a quorum, it shall be necessary to have present, in person, a
majority of the total of the number of Board of Directors and any act of the Majority of the quorum shall constitute an
act of the Board of Directors.

16.6 PRESUMPTION OF ASSENT
A Director of the Association who is present at a meeting of the Board of Directors at which action on any matter is
taken, shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered into the
minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the
Secretary of the Association immediately after the adjournment of said meeting.
Such right to dissent shall not apply to a Director who voted in favor of such action.

16.7 SPECIAL MEETINGS (MEMBERSHIP)
Special meetings of the Association may be called by the President at any time and must be called by the President upon
the receipt of a written request from at least thirty (30%) percent of the total membership. A concise statement of
purpose must accompany such request.
Such special meetings shall be held at a time and place designated by the President Notice of all such meetings shall be
given to each Member at least ten (10) days prior to such meeting and such notice shall state the purpose of the
meeting. No other business other than that stated in such notice may be considered at special meetings.

16.8 QUORUM (MEMBERSHIP MEETINGS)
At all regularly scheduled membership meetings, Members present in person or by proxy, numbering no less than 10%
of the membership of the entire Association, shall constitute a quorum, and the acts of the majority of the quorum shall
constitute an act of the membership.

16.9 EDUCATIONAL MEETINGS
Meetings may be held for the purpose of furthering the education of the Association Membership and to help promote,
foster and improve the performance of the membership in the roofing industry. The time, location and applicable fees if
any, of the meetings shall be determined by the Board of Directors or any committees assigned by the President for said
purpose.

16.10 ORDER OF BUSINESS
The Order of Business at any Meeting of the Association shall be substantially as follows or may be determined by the
Board of Directors:

A. Roll Call

B. Executive Director Report

C. Old Business

D. New Business

E. Committee Report

F. Open Meeting/Persons to be Heard

G. Adjournment

ARTICLE XVII - PROFESSIONAL COUNSEL

17.1 PROFESSIONAL COUNSEL
The Board of Directors may retain legal and other professional counsel, as it deems necessary and fix the terms of
compensation thereof.

ARTICLE XVIII - WAIVER OF NOTICE

18.1 WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of these By-Laws or under the laws of the
state of Arizona or under the provisions of the Articles of Incorporation, a waiver in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.

ARTICLE XIX - AMENDMENTS 19.1 AMENDMENTS

19.1 AMENDMENTS
These By-Laws may be amended, altered or repealed in whole or in part at the Annual Meeting of the Association.

19.2 NOTICE
Notice of proposed changes in these By-Laws must be given to all Members at least thirty (30) days prior to the Annual
Meeting where changes are to be considered.

19.3 VOTING
It shall require a two-thirds (2/3) majority vote of the Members voting at the Annual Meeting to effect changes in these
By-Laws.

19.4 WAIVER
The Board of Directors, at a meeting immediately preceding the Annual Meeting, may waive the requirement for prior
notice so long as the entire Board of Directors is present at such meeting and three-fourths (3/4) of the Board members
present vote in favor of waiver notice.

ARTICLE XX - DISSOLUTION

20.1 DISSOLUTION
This Association may be dissolved by a vote of the Members voting at any membership meeting of the Association. A
two-thirds (2/3) majority vote will be required to effect dissolution.

20.2 NOTICE
Thirty (30) days written notice shall be given to each Member before the matter of dissolution may be considered at any
meeting.

20.3 ASSETS
Upon the dissolution of this Association, the Board of Directors shall provide for the payment of all obligations of this
Association and any remaining assests shall be distributed by the Board of Directors in a manner permitted by the
Arizona Corporate Code and any applicable federal tax laws.

No individual may privately benefit from the dissolution of this Association.

ACCEPTANCE AND AMENDMENTS

The original By-Laws were adopted and amended in accordance with the provisions therein on the following dates and
at the following locations:

Adopted - October 4, 1987 - Tucson, Arizona
Amended - September 28, 1991 - Prescott, Arizona
Amended - October 1, 1994 - Tucson, Arizona
Amended - October 24, 1997 - Prescott, Arizona
Amended - October 7, 2000 - Prescott, Arizona
Amended - October 8, 2005 - Prescott, Arizona
Amended - October 6, 2007 - Prescott, Arizona
Amended - October 3, 2015 – Prescott, Arizona
Amended - September 26, 2020 – Maricopa, Arizona

The original Articles of Incorporation were adopted and amended in accordance with provisions therein on the following
dates and at the following locations:

Adopted - October 19, 1970 - Tucson, Arizona
Amended - January 14, 1987 - Phoenix, Arizona
Amended - February 7, 1996 - Casa Grande, Arizona
Amended - October 8, 2005 - Prescott, Arizona

KNOW BY ALL MEN THESE PRESENTS:

That I, the undersigned, the duly elected Secretary of the Arizona Roofing Contractors Association, do hereby certify that
the above and foregoing By-Laws were duly amended and adopted as the By-Laws of said Association on the 26th day of
September, 2020.

IN WITNESS WHEREOF; I have hereunto subscribed my name this 26th day of September, 2020.

Jason Kill, Secretary/ Treasurer

BY-LAWS INDEX

Article I - Name .............................................................. 1
Article II - Affiliates And Status ...................................... 1
Article Ill - Purpose And Objectives ............................... 1
Article IV - Membership ................................................ 2
Article V - Government ................................................ 4
Article VI - Executive Director ...................................... 5
Article VII - Elections And Voting ................................. 5
Article VIII - Duties Of Officers ..................................... 6
Article IX - Removal From Office ................................... 6
Article X - Policy ............................................................ 7
Article XI - Authority To Bind And Establish Services ..... 7
Article XII - Indemnification ............................................ 7
Article XIII – Revenue ..................................................... 8
Article XIV - Committees ................................................ 8
Article XVI - Meetings ................................................... 10
Article XVII - Professional Counsel ................................ 11
Article XVIII - Waiver Of Notice .................................... 11
Article XIX - Amendments ............................................ 11
Article XX - Dissolution ................................................. 12
Acceptance And Amendments ..................................... 12