By-Laws

ARTICLE I

NAME, LOCATION, ORGANIZATION, AND PURPOSE

Section 1. The name of this organization shall be the Missouri Land Improvement Contractors Association, herein after called MLICA.

Section 2. The state of Missouri shall be divided into geographical districts as determined by the board. An organized district shall have an elected president and vice president who will serve as voting members of the MLICA board of directors.

Section 3. The principal office for the transaction of business is the office of the designated executive director.

Section 4. The purposes of the association are to promote private free enterprise in the field of land improvement contracting and related industries; encourage the development of high standards of workmanship; educate and train contractors through the sponsorship of seminars, short courses and field demonstrations; and to promote cooperation with local, county, state and federal agencies that have mutual interests.

ARTICLE II

GOVERNING POLICIES

Section 1. MLICA shall be non-sectarian, non-partisan, and not-for-profit. MLICA is a registered 501(c)(6) in good standing with the United States Internal Revenue Service and the Missouri Secretary of State.

Section 2. All communications and notices referred to in these by-laws may be made electronically or through the United States Post Office.

Section 3. Attendance, for the purpose of these by-laws, is defined as either a physical/in-person presence at the meeting or an electronic presence (e.g. telephone/conference call, video conferencing [Skype ®, Facetime®] or other online meeting platform to be established and paid for by the attendee. Electronic attendance by the member assumes the technology is viable and works continuously throughout the specific meeting.

ARTICLE III

MEMBERSHIP CLASSIFICATIONS

Section 1. There shall be four classes of membership known as contractor, associate, supporting, and honorary members.

Contractor Membership: Any person engaged in owning and operating construction equipment in the field of land improvement shall be eligible for a contractor membership in this Association and shall have a vote on all matters pertaining to the operation of the association. A contractor membership includes membership in a state district; the state chapter; the National Land Improvement Contractors of America’s ( National LICA) Region IV, composed of the Iowa, Illinois, Minnesota, Missouri, and Wisconsin state chapters; and the National LICA.

Associate Membership: Any person, firm or corporation dealing in materials, equipment or services incidental to the land improvement industry, but not eligible for a contractor membership, shall be eligible for an associate membership in this association. Associate members will not have a vote in matters pertaining to the business of the association; however, the committee chairman of the associates shall be a voting member of the board of directors and shall have a vote at all membership meetings.

Supporting Membership: Any person genuinely and sincerely interested in the furtherance and promotion of sound land improvement practices; any sales person of an associate member dealing in the sale of materials, equipment or services incidental to the land improvement; and any contractor over the age of 70, shall be eligible for membership as a supporting member. Supporting members shall not be entitled to a vote in the association nor have access to the contractor benefit programs.

Honorary Membership: The board of directors may elect any person as an honorary member. Such person shall have contributed in some outstanding manner to the welfare of this association and its purposes. Honorary members shall be exempt from dues and shall not have the right to vote or hold office.

Section 2. The executive director will keep a full and complete roster of registered members for each classification.

ARTICLE IV

MEMBERSHIP STATUS

Section 1. Application for Membership: Application for membership in the association shall be granted upon submission of a fully completed application and all dues due and owing have been paid. All new memberships may be reviewed by the executive director and are subject to rejection upon said review, if such membership is deemed to be not in the best interests of the association, or harmful to the stated goals of MLICA, in the sole discretion of the executive director. Any person aggrieved by said decision shall have the right to appeal the decision in writing within 30 days to the executive committee.

Section 2. Resignation: Upon written request, a member may submit a letter of resignation from membership in MLICA.

Section 3. Termination: If, after two dues notices have been sent to the member, membership dues have not been received by the MLICA office within 90 days of the start of the new fiscal year, membership in MLICA will be automatically terminated.

Section 4. Disciplinary Action: The executive committee shall serve as the disciplinary committee. This committee shall receive all complaints against members and shall supervise the investigation of those complaints.

Section 5. Reinstatement: Upon written request filed with the MLICA office, the board of directors present at a regular or specially called meeting may, by a two-thirds majority vote, reinstate a member to active membership, upon such terms as appropriate.

ARTICLE V

FISCAL YEAR, DUES

Section 1. Fiscal Year: The fiscal year of this Association shall begin on October 1 of each year and shall end on September 30 of the following year.

Section 2. Dues: Annual membership dues are payable in advance. Dues structure for contractor, associate, and supporting membership will be established and structured by a simple majority of the voting membership of MLICA at a general membership meeting. Dues increases or assessments established by the voting membership of National LICA or National LICA Region IV will automatically be included in the MLICA dues structure.

The recorded minutes of a general membership meeting shall become the record of the dues structure until such time as said dues structure is revised and re-recorded in the general membership meeting minutes.

The state secretary/treasurer shall be responsible for the collection of member dues and assessments, as well as payment of annual National LICA and National LICA Region IV dues and assessments.

ARTICLE VI

OFFICERS AND ELECTIONS

Section 1. Eligibility: Each state and district officer shall be a contractor member in good standing.

Section 2. State Officers: The state officers shall be chairman of the board, president, vice president and secretary/treasurer. These officers shall serve as the executive committee for the board of directors.

Section 3. District Officers: The district officers shall be president and vice president. These officers shall serve as voting members on the MLICA board of directors.

Section 4. Term: Each state and district officer shall serve a term of two (2) years. He/she may serve for two consecutive terms. The term of each newly elected officer shall begin at the annual convention.

Section 5. Succession of Officers:

State Officers: The vice president shall become president and the president shall become chairman of the board at the completion of his/her term.

District Officers: The vice president shall become president at the completion of his/her term.

Section 6. Nominations:

State Officer Nominations: The executive committee shall serve as the nominating committee and select two (2) nominees for the office of secretary/treasurer at least sixty (60) days prior to the annual convention at which an election is to be held. Nominations may be received from the floor at the annual convention. The nominees must be contractor members in good standing and must have consented to be a candidate.

District Officer Nominations: The district president and vice president shall serve as the nominating committee for the district and shall select two (2) nominees for the office of vice president thirty (30) days prior to the district general membership meeting at which an election is to be held. District officer nominations may be received from the floor at a district general membership meeting, providing the nominee is a contractor member in good standing and has consented to be a candidate.

Section 7. Elections:

State Officers: The secretary/treasurer shall be elected every two years by a majority of the membership present at the annual convention which shall be held in the second fiscal quarter (January-March). The membership shall, at the same meeting, elect any other state officer when the succession set out herein is not complied with for any reason.

District Officers: Each organized MLICA district shall schedule a general membership meeting before or during the month of October, the purpose being to elect a vice president. The membership shall, at the same meeting, elect any other district officer when the succession set out herein is not complied with for any reason. The results of that election shall be communicated to the MLICA state office within 45 days after the election. If no officers have been elected by the time the state annual convention is held, a district officer may be elected by a caucus of that district at the state annual convention.

Voting: Each contractor member in good standing has the right to cast a ballot by voice, secret ballot, or electronically during the state annual convention or his/her district’s general membership meeting. Any three (3) members may call for a secret ballot.

Section 8. Vacancies: Vacancies shall be filled by the board of directors or the executive committee until another election can be held.

ARTICLE VII

ADMINISTRATION, BOARD OF DIRECTORS, AND DUTIES OF OFFICERS

Section 1. The officers of the association shall be a chairman of the board, president, vice president, and secretary/treasurer. The officers shall serve as an executive committee and be authorized to conduct the affairs of the association between sessions of the board of directors.

Section 2. The affairs and management of the association shall be conducted by a board of directors (here-in called the board), subject to these by-laws. The acts of the board shall be subject to review by the contractor membership upon written request to the secretary/treasurer by five (5) contractor members in good standing and, at the first general membership meeting thereafter, may be rescinded by a two-thirds vote of the contractor members in good standing who are present.

Section 3. The board will consist of the president and vice president from each organized district, plus the state officers (chairman of the board, president, vice president, and secretary/treasurer), the chairman of the associates’ committee, and the auxiliary president.

Section 4. The board may create such standing and special committees as it deems necessary and shall determine the number of persons to serve upon each committee. The chairman and members of these committees shall be selected by the president or the president’s designee.

Section 5. The chairman of the board shall be the presiding officer at all board meetings. The president shall be the presiding officer at all general membership meetings.

Section 6. The president shall be the principal officer of the association and shall see that the by-laws and orders of the association are carried out and enforced. The president shall perform the duties incidental and usual to the office, having always in mind the general welfare and usefulness of the association. The president shall be an ex-officio member of all regular and special committees.

Section 7. The vice president shall, in case of the absence or inability of the president to act, perform the duties incumbent to the office of the president. The vice president shall be an ex-officio member of all regular and special committees.

Section 8. The secretary/treasurer shall have the responsibility for keeping full and correct accounts of the receipts and disbursements of the association as may be designated by the board. The secretary/treasurer shall be authorized to disburse funds on behalf of the association upon presentation of proper vouchers and shall render to the board and general membership an accounting of the finances of the association, not more infrequently than annually. The secretary/treasurer may delegate to an executive director any of these duties.

Section 9. The board may engage the services of an executive director who may be authorized by the board to employ such staff as may be necessary to transact the business of the association. Compensation to be paid to the executive director shall be determined by the executive board and adopted by the board in the annual budget.

Section 10. The executive director shall be subject to instructions from the board. The executive director shall be present at all meetings of the association, board, and of all standing and special proceedings, reporting same to the association either verbally or in writing as the board may prescribe.

Section 11. Funds collected by the secretary/treasurer shall be deposited in a bank selected by the board, and shall be withdrawn over the signature of the secretary/treasurer and the executive director. Upon approval by the board, a special fund for the use of the executive director shall be maintained by subsistence from the main fund and shall be used by the executive director for routine disbursements. A report of such disbursements shall be made annually to the board.

Section 12. Any officer or member of the board may resign by submitting a written resignation to the executive director or to any member of the board.

Section 13. The executive board or board shall fill any vacancy occurring in any office of the association for the unexpired term.

Section 14. The state and district officers and members of the board shall serve without compensation.

ARTICLE VIII

MEETINGS AND QUORUMS

Section 1. The association shall hold one annual convention during the second fiscal quarter (January – March) at a location to be designated by the board of directors or the chairman of the education/convention committee. Additional general membership meetings may be held at the discretion of the board.

The districts shall hold at least two general membership meetings within a fiscal year.

The board of directors shall meet at least twice within a fiscal year, once in the fall and once in the spring.

Section 2. Special board meetings may be called by the president, chairman of the board, or at the request of at least one board member from at least 50% of the organized districts. Board members must be notified of the specially called meeting at least two weeks (14 days) in advance of the meeting date.

Section 3. Except as may be from time to time otherwise provided by the articles of incorporation of the association or by these by-laws, a quorum for a MLICA general membership meeting, district membership meeting, and board meetings shall be defined as follows:

General Membership Meeting Quorum: Five (5) percent of all contractor members in good standing shall constitute a quorum of all meetings of the MLICA membership for the transaction of any business. The act of the majority of a quorum present at any meeting shall constitute the act of the association for all purposes, except as may be otherwise specifically provided by these by-laws. A lesser number than a quorum may convene from time to time until a quorum is secured, but no business may be transacted at any meeting unless a quorum is present.

District Membership Meeting Quorum: Ten (10) percent of all district contractor members in good standing shall constitute a quorum of all meetings of the district’s membership for the transaction of any business. The act of the majority of a quorum present at any meeting shall constitute the act of the district for all purposes, except as may be otherwise specifically provided by these by-laws. A lesser number than a quorum may convene from time to time until a quorum is secured, but no business may be transacted at any meeting unless a quorum is present.

Board of Directors Quorum: At all meetings of the board there shall be present at least one third (1/3) of the members of the board in order to constitute a quorum. A lesser number than a quorum may convene from time to time until a quorum is secured, but no business may be transacted at any meeting unless a quorum is present.

Section 4. Attendance to determine a quorum and voting privileges at all meetings referred to in these by-laws may be in person or through electronic means as described in Article II, Section 3 of these by-laws.

Section 5. Proxy votes shall be limited to votes by the board of directors with written notice provided to the executive director by email, US Postal Service, or text at least one hour prior to the board meeting being called to order.

ARTICLE IX

AMENDMENTS

Section 1. Revisions or amendments to the by-laws shall be made by affirmative vote of two-thirds of the members present at a general membership meeting of the association, provided that intention to revise the by-laws and text of the amendment(s) is contained in the notice of the meeting and mailed electronically or through the United States Postal Service to members not less than fifteen (15) days prior to the meeting.

Adopted: February 2, 2019