Our By-Laws

ARTICLE I: NAME and PURPOSE

Section 1. The name of the Corporation shall be the Mid Atlantic BX.

Section 2. The object of the Corporation shall be to encourage and protect the building interests in the city and vicinity of Harrisburg; to inculcate just and equitable principles; establish and maintain uniformity in commercial usages; to acquire, preserve and disseminate valuable business information; to the end that Members of the Corporation cooperate for the general good and that such Membership may be an assurance to the public of skill, honorable reputation and probity.

Section 3. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, Directors or other private persons, except that the Corporation shall make payments and distributions in furtherance of the purpose or purposes of the Corporation.

Section 4. Notwithstanding any other provisions of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under sections 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code") (or the corresponding provisions of any future United States Internal Revenue laws).

ARTICLE II: Membership

Section 1. The Membership shall consist of Active and Honorary Members.

Section 2. Any person, partnership or corporation, who, or which, is engaged in the Building Construction Industry or allied business, or in the manufacturing or supplying of materials therefore, is eligible for Active Membership.

Section 2a. No Member shall sell or resell to any individual, group, organization or other entity, the facilities, services, or information made available to Members by the Corporation.

Section 3. Honorary Members may be elected by a majority vote of the Members present at any Board of Directors meeting.

Section 4. Application for Active Membership shall be in written form approved by the Board of Directors, accompanied by the admission fee; shall set forth the name, business and business address of the applicant, and shall bear the signature of two Members of the Corporation as endorsers.

Section 5. Each applicant shall be submitted to the Membership Committee, which shall investigate and report its recommendation to the Board of Directors. A majority vote at any legal meeting of the Board of Directors shall be required to elect a new Active Member.

Section 6. Each qualified Active Member shall be entitled to one vote at each regular or special meeting of the Corporation. A firm or corporation entitled to Membership shall designate the Member or officer authorized to act for it, but in his absence any other Member or officer shall be permitted so to act.

Section 7. No Active Member shall be relieved or absolved from the duties and obligation incident to Membership in this Corporation, unless he or it has given ninety (90) days notice in writing of his or its intention to resign and shall not be at the date of filing such notice in arrears for dues or assessments.

ARTICLE III: DUES

Section 1. The admission fee payable on application for Membership in this Corporation shall be fixed by the Board of Directors for each Active Member. In case applicant is not admitted within ninety (90) days, this fee shall be refunded.

Section 2. The dues for each Active Member shall be fixed by the Board of Directors each year and shall be paid at such times and in such amounts as the Board of Directors shall determine, provided that no increase in dues shall be made without giving notice to the Membership at least ninety (90) days before the date increase in dues shall be effective.

Section 3. Any Member who is more than thirty (30) days in arrears shall be notified by the Secretary. Should his dues not be paid within sixty (60) days after such notice, he shall automatically forfeit his Membership in the Corporation. The Board of Directors may, however, for causes deemed by it to be sufficient, extend the time for payment, or for the application of these penalties.

ARTICLE IV: SUSPENSION AND EXPULSION OF Members

Section 1. In case any individual, firm or corporation, while a Member of the Corporation, shall be accused in writing to the Secretary of the Corporation by any one or more Members over their own signatures of acts purported to be contrary to the provisions of the Constitution, or in violation of the By-Laws or ruling of the Board of Directors, made in accordance with the By Laws and applicable to the party accused, or in any way tending to the injury of this Corporation, its property or the common interests of its Members; or otherwise contrary to, or in neglect of his duty as a Member or of his dishonorable business methods, such charges shall be promptly brought to the attention of the Board of Directors.

Section 2. In case the Board deems the cause to be sufficient it shall instruct the President to appoint a special Investigating Committee of three (3) for the purpose of investigating the particulars of such charges.

Section 3. Upon its appointment said Investigating Committee shall give due notice of the time and place of hearing to the Member who has thus been charged with offense or failure and shall afford him or them a fair and proper opportunity to examine the witnesses who testify against him or them, and to be heard personally (or by authorized representative) in his or their own defense. It shall be the duty of this Investigating Committee to report its findings as speedily as possible to the Board of Directors, in writing.

Section 4. After receiving the Investigating Committee's report as hereinbefore provided, the Board of Directors may, by a majority vote of the entire Board, suspend an Active Member or an Honorary Member, or may similarly by a two-thirds vote of the entire Board expel such Active or Honorary Member.

ARTICLE V: OFFICERS and DIRECTORS

Section 1. The Officers of the Corporation shall consist of a President, President-Elect, Vice President, Secretary and a Treasurer.

Section 2. The President, President-Elect, Vice-President, Treasurer and four Directors shall be elected by a majority vote of the Active Members in good standing voting in an election described under Section 10 of this Article. The Officers thus elected shall become Members of the Board of Directors in which the management of the Corporation shall be vested. The out going President shall automatically become a Member of the Board of Directors for the ensuing year.

Section 3. The Secretary shall be a salaried officer, elected by and under control of the Board of Directors.

Section 4. In addition to the President, President-Elect, Vice-President and Treasurer, eight Directors shall be elected by the Active Members of the Corporation in manner similar to the election of Officers.

Section 5. The President, President-Elect, Vice-President and Treasurer shall hold their offices for a term of one year from the date of their election and until their successors are duly elected and qualified. Directors shall hold their offices for a term of two (2) years from the date of their election and until their successors are duly elected and qualified, except in the case of the four Directors first elected to serve for a term of one (1) year only.

Section 6. At the first election of Officers four Members of the Board of Directors shall be elected for a term of one (1) year and four Members for a term of two (2) years, and at each Annual Meeting thereafter four (4) Members of the Board shall be elected for a term of two (2) years.

Section 7. In the event of the death, resignation or removal of any Officer or Director, the vacancy thereby created shall be filled by a majority vote of all the remaining Members of the Board of Directors. Such Officer or Director is to serve only until the next Annual Meeting, at which time the Corporation shall fill the unexpired term by election.

Section 8. Directors and Officers must be qualified Active Members in good standing of this Corporation. Officers must further qualify by first serving as a Member of the Board of Directors.

Section 9. The absence of any Member of the Board of Directors from three consecutive Board meetings without satisfactory excuse shall be reported to the Corporation. Continued similar absence for two more meetings after such notice will be sufficient cause for the Board to declare the seat vacant, in which case the vacancy so created may be filled by the Board.

Section 10. Nomination and election of Officers and Directors shall be made only as follows:

1. The Board of Directors shall at their April meeting of each year, by a majority vote of the Members present, elect a committee of three (3) Members of the Corporation, whose duty it shall be, within thirty (30) days thereafter to nominate candidates to fill all elective offices of the Corporation. The names of the candidates so nominated with the office to which each is nominated, after approval of the Board of Directors, shall be posted in the Offices of the Corporation not later than the thirtieth (30th) day after the nominating committee is appointed and remain posted until after the Annual Meeting. The Secretary shall notify the Membership of such nominations at least four (4) weeks before the Annual Meeting.

2. Additional candidates for any office or offices may at any time more than three (3) weeks before the Annual Meeting be nominated by ten (10) or more Members filing a written nomination with the Secretary. The Secretary shall notify the Membership of such nomination and of all nominations, however made, for each office at least one (1) week prior to the Annual Meeting.

3. This final notification to the Membership of all nominees shall be in the form of a ballot. These ballots shall be marked and returned to the Mid Atlantic BX Office before noon of the day of the Annual Meeting or deposited before 7:30 p.m. at the place of the Annual Meeting at which time the poll of the Membership shall be closed.

4. Tellers, appointed by the President, shall count the votes cast and determine the successful candidates. Those elected will be reported at the Annual Meeting and installed in the offices to which they were elected.

ARTICLE VI: MANAGEMENT

Section 1. The Board of Directors shall have the general charge and management of the affairs of the Corporation, and shall manage the same in conformity with the laws under which the Corporation is organized and the provisions of these By-Laws. It shall direct the collection, investment and disbursement of the funds and the care of the property of the Corporation; make appropriations for specific purposes; take measures to advance the interests and objects of the Corporation, and generally, direct its business.

Section 2. The President, subject to the approval of the Board of Directors, shall appoint such subordinate officers and committees as may be provided for by the By-Laws, except the Nominating Committee. He shall also similarly appoint such other committees and subordinate officers as may be deemed proper by the Board, and may by a majority vote of the entire Board, delegate authority to such officers and committees for specific purposes not in conflict with these By-Laws.

Section 3. The Board of Directors shall make a report at the Annual Meeting of the Corporation, showing the financial and general conditions of the Corporation and transmitting a synopsis of the reports of the officers and committees. At such other times as circumstances appear to warrant, special reports of the activities of the Board shall be made to the Members of the Corporation.

ARTICLE VII: PRESIDENT

Section 1. The President shall conduct the meetings and shall have charge and supervision of the affairs and property of the Corporation, subject however, to such rules and regulations as may from time to time be made by the Board of Directors.

Section 2. He shall preside at all meetings of the Corporation and of the Board of Directors, and conduct the business in accordance with the order of business prescribed in the By-Laws.

Section 3. He shall be ex-officio of all committees.

Section 4. He shall from time to time, and as often as shall be directed, submit reports to the Board of Directors and give such information, touching the affairs of the Corporation as he may think proper, and shall at the last meeting of the Board before the Annual Meeting of the Corporation submit a full and complete report, showing the condition of the Corporation.

Section 5. Decisions of the President must at all times be subject to the approval of the Board of Directors.

ARTICLE VIII: PRESIDENT ELECT AND VICE-PRESIDENT

Section 1. It shall be the duty of the President-Elect and the Vice-President, in such order of priority, to assist the President in the performance of his official duties and in his absence preside at all meetings of the Corporation and of the Board of Directors.

Section 2. In the event of the death, resignation or removal from office of the President, the President-Elect and the Vice-President, in such order of priority, shall perform all the duties of the President until his successor shall be duly elected and qualified.

ARTICLE IX: SECRETARY

Section 1. The Secretary shall attend all meetings of the Corporation and of the Board of Directors and shall be sworn to keep a correct record of all the transactions at the meetings in a book belonging to the Corporation, and to be kept for that purpose.

Section 2. He shall see that due and proper notice is given of all meetings of the Corporation and of the Board of Directors and Committees; shall be custodian of the corporate seal, perform all the other duties customarily incident to the office and such other duties as may be required by the Board of Directors.

Section 3. He shall maintain for the use and information of the Members of the Corporation a complete list of Active and Honorary Members and a correct and certified file of the agreements, schedules and programs approved by the Board of Directors.

Section 4. He shall be exempt from all dues and shall receive an annual compensation to be fixed by the Board of Directors.

ARTICLE X: TREASURER

Section 1. The Treasurer shall receive all moneys and deposit the same in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall invest all funds not needed for current disbursements as shall be ordered by the Board of Directors. He shall keep an accurate account of all moneys received and expended with vouchers therefore.

Section 2. He shall pay all bills when certified and audited in accordance with such rules as may be prescribed by the Board of Directors.

Section 3. He shall give a bond for the faithful discharge of his duties in the form and amount prescribed by the Board of Directors, the premium of which shall be paid by the Corporation. He shall make an annual report and such other reports as may be prescribed by the Board of Directors.

Section 4. The books of the Treasurer shall at all times be open to the inspection of the Board of Directors.

ARTICLE XI: ANNUAL MEETING

Section 1.

1. The Annual Meeting of the Corporation for the election of the President, President-Elect, Vice-President, Treasurer and Directors shall be held during the month of September of each and every year at such time and place as the Directors by a two-thirds (2/3) vote of those present, shall determine.

2. Special Meetings of the Corporation may be called at any time by the President or shall be called by him upon request of ten (10) Members of the Corporation in writing, provided the request specifies the purpose for which such Special Meeting is desired. And in case the President shall, after ten (10) Members have requested him to call a Special Meeting of the Corporation, refuse or neglect so to do within five (5) days, then and in that event the Special Meeting may be called by the ten (10) Members of the Corporation desiring that such Special Meeting shall be held.

Section 2. The regular monthly meeting of the Board of Directors shall be held upon the first Tuesday of each and every month at the office of the Corporation, or at such other time and place as the Directors may direct. Special Meetings of the Board of Directors may by called at any time by the President upon one (1) day's notice in writing, or shall be called by him upon the request in writing of three (3) Directors, provided the request specifies the object for which it is desired to hold such a Special Meeting. And in case the President shall, after such written request, refuse or neglect so to do within five (5) days, then and in such event the Special Meeting shall be held.

Section 3. At least seven (7) day's notice shall be given at the time and object of all Special Meetings of the Corporation by mailing notice thereof to the last known addresses of all active Members and at any Special Meeting no business shall be transacted other than that mentioned in the Call for the Meeting.

Section 4. The order of business, both at meetings of the Corporation and of the Board of Directors, shall be as follows:

Call to order
Calling of the roll
Reading of the minutes of the preceding meeting
Reports of Officers
Reports of Committees
Elections
Unfinished business
New business
Adjournment

ARTICLE XII: COMMITTEES

Section 1. No later than the first regular meeting of the Board of Directors after the Annual Meeting, the following committees shall be appointed by the President, with the concurrence of the Board, to serve for one year:

1. Committee on Membership

2. Committee on Law and Legislation

Section 2.

1. The Committee on Membership shall consist of five (5) Members, including one (1) Member of the Board of Directors, who shall be its chairman, and shall, under supervision of the Board of Directors, pass on the qualifications of the applicants for Membership.

2. The Committee shall, from time to time, make to the Board of Directors such suggestions as to measures for increasing and improving the Membership as it shall deem expedient.

3. The Committee shall submit a report to the Board of Directors at the last meeting prior to the Annual Meeting.

Section 3.

1. The Committee on Law and Legislature shall consist of five (5) Members, including one Member of the Board of Directors, who shall be its chairman, and shall endeavor to keep the Members advised as to the proposed passage of statutes and ordinances; the decisions of the Courts, both State and Federal, and decisions of the Public Service or other commissions affecting the building and allied trades.

2. This Committee shall use its best efforts to promote such legislation as may be deemed advisable.

3. This Committee shall be authorized to call upon the counsel of the Corporation to assist it.

4. This Committee shall make a report to the Board of Directors at the last meeting before the Annual Meeting and at such other times as it shall deem fit.

Section 4. Finance, Activities, Publicity, and Property Committees, with such others as may be deemed necessary by the Board of Directors, may be appointed, from time to time, and delegated such duties and powers as the Board may direct.

ARTICLE XIII: QUORUM

Section 1. At any stated or special meeting of the Corporation fifteen (15) Members present shall constitute a quorum for the transaction of business.

Section 2. At any stated or special meeting of the Board of Directors seven (7) Members present shall constitute a quorum for the transaction of business.

ARTICLE XIV: AMENDMENTS

Section 1. Any proposed amendment to the By-Laws shall be submitted in writing at a stated meeting of the Board of Directors for approval. Upon the approval of a proposed amendment by a majority vote of the Directors present, it shall be the duty of the President to call a meeting of the Corporation within sixty (60) days to act thereon.

Section 2. A copy of each proposed amendment as approved by the Board of Directors shall be mailed to each Member of the Corporation at least ten (10) days prior to the date of such meeting. A two-thirds (2/3) vote of the Members present shall be required to amend any By-Laws.

ARTICLE XV: LIABILITY - INDEMNIFICATION

Section 1. A Director of this Corporation shall not be personally liable for monetary damages as such for any action taken, or for any failure to take any action, unless: (i) the Director has breached or failed to perform the duties of his/her office in good faith, in a manner he/she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances; and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 1 shall not apply to the responsibility or liability of a Director pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.

Section 2. Subject to the limitations hereinafter set forth, the Corporation shall indemnify each Director, officer, employee or agent of the Corporation, and his/her heirs, executors or administrators, to the full extent permitted by law, against all judgments, fines, liabilities, and reasonable expenses (including, but not limited to, court costs, attorneys' fees and any amount paid in any settlement), which judgments, fines, liabilities and expenses were incurred or expended in connection with any claim, suit, action or proceeding, whether civil, criminal, administrative or investigative, and whether or not the indemnified liability arises or arose from any action by or in the right of the Corporation, in which he/she was involved because of anything he/she may have done or omitted to do as a Director, officer, employee or agent of the Corporation or of any organization that he/she may have served as a director, officer, employee or agent at the request of the Corporation, but such indemnification can be made only if a determination is made as hereinafter provided that such indemnification should be made. Such indemnification shall not impair any other right any such person may have.

Said indemnification can be made only if a determination has been made, with the advice of Counsel for the Corporation, by Members of the Board of Directors not involved in the claim or proceeding, or by a disinterested person or persons name by said Members of the Board of Directors not involved in the claim or proceeding, or by the shareholders or by independent legal counsel in a written opinion: (i) that the Director, officer, employee or agent acted or failed to act, and in either case, in good faith, and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful, and (ii) that the amount of the proposed indemnification is reasonable, and (iii) that the proposed indemnification is just and proper and can be legally made by the Corporation under then existing law, and (iv) that the indemnification shall be made by the Corporation in an amount stated in the determination; provided, however, that the indemnification provided for herein shall not be available if the act or failure to act giving rise to the claim for indemnification has been determined by a court to have constituted willful misconduct or recklessness.

Section 3. Expenses incurred by an officer, Director, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.

Section 4. The Corporation shall have the power to buy and maintain insurance and to establish and fund a self-insurance indemnification reserve fund on behalf of the Directors, officers and employees and agents of the Corporation and persons serving at the request of the Corporation as a director, officer, employee or agent of another organization, against liability incurred in any such capacity, or arising out of his/her status as such.

Section 5. The invalidity of any portion of this ARTICLE XV shall not affect the validity of the remainder hereof.

ARTICLE XVI: DISTRIBUTION OF ASSETS UPON DISSOLUTION

Section 1. Upon dissolution, winding up or liquidation of this Corporation, the Board of Directors shall, after payment of all liabilities of the Corporation distribute all of the remaining assets of the Corporation to one or more organizations organized and operated exclusively for any one or more exempt purposes and as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Code. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determined, which are organized and operated exclusively for such purposes and which are exempt under Section 501(c)(6) of the Code, or the corresponding section of any future federal tax code.