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## Bylaws
**ARTICLES OF INCORPORATION AND BY-LAWS**
**of the Pennsylvania Land Improvement Contractors of America**
As amended November, 2018
**ARTICLE I**
**Name, Location and Purpose**
**Section 1:**
The name of this Association shall be Pennsylvania Land Improvement Contractors of America, here-in-after called PALICA.
**Section II:**
The principal office for the transaction of business is the office of the designated Executive Director.
**Section III:**
The purpose or purposes for which the Corporation has been organized are to promote private free enterprise in the field of land improvement contracting and related industries.  To make the general public aware of the need as well as to encourage the development of high standards of workmanship among the land improvement contractors in Pennsylvania in cooperation with such local, county, state and federal agencies that have mutual interests.  In addition, members can learn to become better contractors and be compensated for a high standard of quality workmanship as well as develop a feeling of unity and harmony among the Corporation, as a business league under Section 501@(6) of the Internal Revenue Code.
**ARTICLE II**
**Policies**
**Section I:**
PALICA shall be non-sectarian, non-partisan and for non-profit.  PALICA shall sponsor only high quality work and workmanship of the individual companies and quality work governed by proper specifications and proper installations.
**ARTICLE III**
**Memberships**
**Section I: Types**
There shall be four classes of membership known as:
**Active Members**:   Any individual Contractor, Partnership or Corporation who have a definite and ascertainable interest in Soil, Water, and Natural Resources of Conservation. Each dues paying member holds one vote.
**Associate Member**: Any individual Contractor, Partnership or Corporation actively engaged in manufacturing or selling materials, equipment, supplies, services or related items pertaining to land improvement – with one (1) vote per entire associates group, to be appointed by all associates.
**Affiliate Members:** Any person or persons or firms interested in furthering the purpose of PALICA  – without a vote.
**Honorary Member**: Previous members retired from active contracting business or other person or persons nominated by the Board of Directors – without a vote.
**Section 2 – Qualification:**
Membership is open to all Persons, Firms, Corporations and Associations that are engaged in Land Improvement, and other contracting that perform work to promote Soil, Natural Resource Conservation and Rehabilitation and Water Conservation, and to control and prevent Soil Erosion, depletion and misuse of Natural Resources and Soil and Water Contamination and Pollution, and are residents or work within the Commonwealth of Pennsylvania.
**Section 3 – Resignation, Termination, Reinstatement:**
**Resignation**: Upon written request, a member may submit a letter of resignation from the membership of PALICA.
**Termination**: By 2/3 vote of the PALICA Board of Directors present, they may suspend or expel a member for cause after a hearing.
**Reinstatement:** Upon written request, filed with the Executive Director of PALICA, and Board of Directors present and voting may, by a 2/3 vote, reinstate a member to active membership, upon such terms as appropriate.
**ARTICLE IV**
**Dues**
Annual Dues are payable in advance annually.  Written notices shall be, as agreed to by the Board of Directors,  mailed and/or emailed by October 1st of each year and payment is to be received by December 31st of each year. **(Fiscal Year for PALICA runs November 1st through October 31st)**
**ARTICLE V**
**Officers and Elections**
**Section 1:** Name
The officers of PALICA shall be a President, Vice President, Treasurer, Chairman of the Board of Directors and such other officers or assistant officers as may be required by PALICA.
**Section 2:** Eligibility
Each officer shall be an Active Member of PALICA in good standing.
**Section 3:** Term
Each officer shall serve for a term of one (1) year or until a successor is elected.  He/She may serve for more than one (1) term.
**Section 4:** Nominations
Each officer shall be nominated by the Nominating Committee or at the State Annual Convention. Nominations may be made from the floor, providing the member holds an active membership and has consented to be a candidate.
**Section 5:** Elections
The election of officers shall be held at the Annual Meeting of PALICA.  One of three needed candidates may be appointed by the President prior to the election.  Voting may be secret ballot or voice ballot.  Any three (3) members may call for a secret ballot.
**Section 6:** Vacancies
Vacancies shall be filled by the Board of Directors or the Executive Committee.
**ARTICLE VI**
**Duties of Officers**
**Section 1: President**
The President shall be the Chief Executive of PALICA, shall preside at all PALICA meetings, and meeting of the Executive Committee.  He/She shall serve as Ex-Officio of all Committees, with vote, except the Nominating Committee.  He/She shall have general and active management of the affairs of PALICA and approve all programs of work.  **(Responsibilities are listed in the Policy and Procedure Manual)**
**Section 2: Vice President**
The Vice President shall perform all duties of the President if he/she is incapable. **(Responsibilities listed in the Policy & Procedure Manual)**
**Section 3: Treasurer**
**(Responsibilities listed in the Policy & Procedure Manual)**
**Section 4: Chairman of the Board of Directors:**
The Chairman of the Board is the immediate Past President – **(Responsibilities listed in the Policy & Procedure Manual)**
**ARTICLE VII**
**Annual Meetings**
**Section 1: The Annual Meeting of PALICA**
Shall be held during the first quarter of the calendar year.  Special meetings may be called by the President, Board of Directors, or by 10 members.  Notices shall be sent out twenty one (21) days prior to the meeting.  For a Special Meeting, only that business stated in the call may be taken up and no other items will be on the agenda.
**Section 2: Quorum:**
The Quorum for the meeting shall be determined by a 2/3 vote of those present at the Annual Meeting.
**Section 3: Voting:**
Only Active Contractor Members and one (1) Associate Member or person representing that membership shall be entitled to one (1) vote on all matters that may properly come before a meeting.
**ARTICLE VIII**
**Board of Directors Meetings**
**Section 1: Composition**
**The members of the board of directors shall be**:
1. Officers of PALICA
2. Chairmen of Committees
3. Immediate Past Chairman of Board of Directors (with vote)
4. Those appointed by the President
**Section 2: Authority**
The Board of Directors shall have authority over the business affairs of PALICA within the By-Laws adopted by PALICA.
**Section 3: Duties**
**The Board of Directors shall:**
1. Conduct all business of PALICA between the Annual Meetings
2. Adopt all standing rules necessary for the transaction of business provided they do not conflict with the By-Laws.
3. **Create a Policy & Procedures Manual defining specific Roles and Responsibilities of the entire board. The ability to make changes is held by the Board of Directors as needed.**
4. Delegate authority to the Executive Committee between Board of Directors meetings.
5. Appoint CPA to audit the books at the close of business, October 31st and present report for review to the Board of Directors.
6. Appoint replacements to the Board of Directors upon recommendations of the President.
**Section 4:** Meetings:
There will be a minimum of two (2) meetings a year – with a maximum of five (5), unless additional meetings are necessary.  Meetings can be held in the form of a conference call or by proxy if deemed necessary.
**Section 5:** Quorum –
The Quorum for meetings shall be five (5) members or 2/3 of Board of Directors.  A quorum cannot consist of the majority of members coming from any one (1) business.
**Section 6:** Voting:
All members of the Board of Directors shall be entitled to one (1) vote.  Associate member representative shall have one (1) vote.
**ARTICLE IX**
**Executive Committee**
**Section 1:** Composition –
The composition of the Executive Committee shall be the elected officers of PALICA (President, Vice President, Treasurer) as well as the Chairman of the Board.
**Section 2:** Authority  –
The Executive Committee shall transact all business of PALICA between Board of Directors meetings. **(See Policy & Procedure Manual for Duties**)
**ARTICLE X**
**Formal Committees**
**Section 1: Finance & Budget** –
Shall consist of President, Vice President, Treasurer, Chairman of the Board (Executive Committee).  Committee shall set guidelines for:
1. Review of all budget and financial statements.
2. Set Travel Reimbursement and related expenses for Executive Director and Board Members.
3. Maintain awareness of all tax returns, bonding and year-end balance sheets.
**Section 2: Governance/Nominating** –
Governance of association will consist of the Executive Committee as well as Past Presidents if available.  The Chairman of the Board is the lead body regarding nominations of vacant or upcoming board positions.
**ARTICLE XI**
**Special Committees**
Special Committees may be appointed by the President as needed with the approval of the Board of Directors or the Executive Committee.
**ARTICLE XII**
**PALICA Headquarters**
The headquarters office of PALICA shall be under the supervision of the President.   PALICA may also have offices at multiple locations as designated by the President and the Board of Directors.
**ARTICLE XIII**
**Parliamentary Authority**
The rules contained in the recent copy of Robert’s Rules Revised shall govern in all cases which are applicable and not in conflict with the By-Laws.
**ARTICLE XIV**
**Amendments**
The By-Laws may be amended by a 2/3 vote of those present at the Annual Meeting of PALICA, provided a copy of the Amendments has been sent to each member of PALICA twenty one (21) days prior to the meeting.
**ARTICLE XV**
**Limitations of Liability of, Indemnification of, and Purchase of Insurance Covering Corporation Directors, Officers, Employees, and Agents**
**Section 1. Limitation of Director’s Liability for Monetary Damages.**  A Director shall not be personally liable for monetary damages for any action taken as a Director, or any failure to take any action, unless:
* The Director has breached or failed to perform his/her duty to act with due diligence as a director of the Corporation;
* and The Director’s breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, violation of a local, state or federal law or regulations imposing taxes.
**Section 2.  Indemnification of Authorized Representatives**.  The corporation shall indemnify to the fullest extent now or hereafter permitted by law any person who was or is an authorized representative of the Corporation and who was or is a party to any proceedings because such person was or is an authorized representative of the Corporation, against any expenses actually and reasonably incurred by such person in connection with such proceeding.
**Section 3.  Advancing Expenses**.  The Corporation shall pay any expenses incurred by an authorized representative in advance of the final disposition of any proceeding, upon agreement by the authorized representative to repay such amount if such person is ultimately not entitled to be indemnified by the Corporation.
**Section 4.   Scope of Article**.  The indemnification of authorized representatives or advancement of their expenses, as authorized by this Article, shall (1) not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled other than under that office, (2) continue as to a person who has ceased to be an authorized representative, and (3) insure to the benefit of the heirs and personal representative of such a person.
**Section 5**.  The Corporation shall have authority to purchase and maintain insurance on behalf of any authorized representative against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provision of the Article.
**Section 6.   Definitions**.  As used in this Article:  “Authorized Representative” shall mean a director, officer, employee or agent of the Corporation, or a person serving at the request of the Corporation as a director, officer, employee or agent of another affiliated corporation, partnership, joint venture, trust, or other enterprise. “Proceeding” or derivative shall mean any threatened, pending or completed third party or derivative action, suit or proceeding, whether civil, criminal, administrative or investigative, or any threatened, pending or completed action or suit or in the right of the Corporation to procure a judgment in its favor; “Liability” shall mean any judgment, amount paid in settlement, fine, penalty, or expense of any nature including attorneys’ fees: and “Expenses” as used in Section 3 of this Article shall mean the costs of defending a civil or criminal action, suit or proceeding.
Revised 11/2018
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