BY-LAWS

1. Name. The name of the Association is the Pavement Coating Technology Center (PCTC).

 

 

2. Location. The principal office of the Association shall be the office address of the Research Center at the College of Engineering at the University of Nevada, Reno.

 

 

3. Purposes. The purposes of the Association include:

 

 

Sponsorship of a research center at the University of Nevada, Reno to conduct research and development activities on issues critical to the pavement coating industry.

 

 

b. providing opportunities for dialogue, education, advancement and improvement of all aspects of the pavement coating industry through meetings, research and development, training, seminars, communications, publications, and other programs and activities;

 

 

 

4. Restrictions. All policies and activities of the Association shall be consistent with:

 

 

a. applicable federal, state and local antitrust, trade regulation or other legal requirements; and

 

 

b. applicable tax-exemption requirements including the requirements that the Association not be organized for profit.

 

 

1. Membership Qualifications. Membership in the Association is available to persons or firms involved in, or associated with, the pavement coating industry.

 

 

2. Voting Membership. The following membership classes shall have a vote in all determinations of the Association at regular and special meetings or by mail vote (including facsimile). Voting members are eligible to serve as members of the Executive Committee.

 

 

a. Manufacturer Membership. Manufacturer membership in the Association is limited to persons or firms engaged in the business of manufacturing pavement coating materials. Dues and other terms of manufacturer membership shall be determined by the Executive Committee.

 

 

b. Supplier Membership. Supplier membership is available to persons or firms furnishing goods or services to the pavement coating industry. Dues and other terms of supplier membership shall be determined by the Executive Committee.

 

 

3. Non-Voting Memberships. The following membership classes have no vote nor are they eligible to serve as members of the Executive Committee of the Association.

 

 

a. Membership in the Association is limited to firms engaged in the business of manufacturing pavement coating materials, and they are part of a franchise organization or an affiliated network identified by similar trade marks, trade names or other activity that would cause the normal consumer of these products to relate the manufacturing facility to the franchisor or group affiliation. To qualify for this membership category, the franchisor or lead affiliate of the applying company must be a member in one of the voting categories. While participation in all activities of the association is encouraged, only the franchisor or lead affiliate shall have a vote, and only one vote, in the deliberations of the association. Dues and other terms of this membership shall be determined by the Executive Committee.

 

 

b. Associate Membership. Associate membership is available to consulting engineers, architects, contractors, user agencies, professional trade associations and societies, educators and government officials having an interest in the pavement coating industry. Dues and other terms of associate membership shall be determined by the Executive Committee.

 

 

c. Honorary Membership. Honorary membership is conferred upon individuals or agencies according to terms specified by the Executive Committee. No dues are paid by the honorary members.

 

 

d. General Membership. General membership is available to any person or firm interested in the advancement of the pavement coatings industry. Dues and other terms of General Membership shall be determined by the Executive Committee.

 

 

4. Applications for Membership. All applicants for membership must complete and sign the application form provided by the Association and submit the application to the Executive Committee of the Association.

 

 

5. Admission of Members. Admission to membership is by majority vote of the Executive Committee.

 

6. Resignation. Any member may resign by filing a written resignation with the Chairman of the Executive Committee; however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.

 

 

7. Expulsion. Any member may be expelled for adequate reason by a two-thirds vote of the Executive Committee or Voting Membership. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance notice to the member and deliberation by the Committee. Any member proposed for expulsion for another reason shall be given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Executive Committee, and final written notice of the Committee's decision.

 

 

Article III: FUNDS

 

1. Initiation Fees, Dues and Assessments. Initiation fees, dues and assessments shall be determined by the Executive Committee.

 

 

2. Delinquency. Any member of the Association who is delinquent in dues or assessments for a period of ninety (90) days shall be notified of the delinquency and suspended from membership. If dues or assessments are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership and is expelled.

 

 

 

3. Refunds. No dues or assessments will be refunded.

 

 

 

1. Executive. The governing body of the Association is the Executive committee, which has authority and is responsible for the supervision, control and direction of the Association.

 

 

2. Composition of the Committee. The Executive Committee consists of six members, the elected officers, the Director of the Center who shall be a faculty from the University of Nevada, Reno and appointed by the University of Nevada, Reno, and the immediate past chairman.

 

3. Election and Term of Office. At the annual meeting of the Association, an election shall be held to choose the members of the Executive Committee. Members of the Executive Committee shall serve for two years with possibility of re-election except for the chairman.

 

 

4. Vacancies. If a vacancy occurs on the Committee for any reason, the position shall be filled for the unexpired portion of the term by the Committee.

 

 

5. Meetings. The Executive Committee shall meet at least annually at the time and place of the annual membership meeting. A majority of members where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Mail (including facsimile) voting is permitted.

 

 

6. Removal. An executive may be removed for adequate reason by a two-thirds vote of the voting membership.

 

 

7. Compensation. Executives shall not receive compensation for their services.

 

 

1. Officers. The officers of the Association shall be a Chairman, Vice-Chairman, a Secretary/Treasurer, At Large, and Center Director.

 

 

2. Qualifications. Officers, except for the Center Director, must be voting members of the Association who have been elected each year at the annual membership meeting of the Association.  The four elected members of the Executive Committee should have a maximum of three manufacturers and a minimum of two.

 

 

3. Election and Term of Office. Officers, except for the Center Director, shall be elected by the Voting Membership at the annual membership meeting of the Association. Officers, except for the Center Director, serve for two years. The term limit for the Chairman of the Executive Committee shall be for two years with no possibility for re-election to any officer position of the Center for at least two years.

 

 

4. Duties. The Officers shall perform those duties that are usual to their positions and that are assigned to them by the Executive Committee.

 

 

5. Vacancies. If a vacancy occurs among the officers, other than the Center Director, for any reason, the position shall be filled for the unexpired portion of the term by the Executive Committee.

 

 

6. Removal. An officer may be removed for adequate reason by a two-thirds vote of the Voting Membership.

 

 

7. Compensation. Officers, except for the Center Director, may not receive compensation from the Association for their services.

 

 

 

1. Annual Membership Meeting. The Association shall hold an annual meeting of the voting membership at the place and on the date that the Executive Committee determines.

 

2. Special Meetings. Special meetings of the Association voting membership may be called by a majority vote of the Executive Committee or by majority vote of the voting membership.

 

 

3. Notice. The Executive Committee must give Association members reasonable notice of all annual and special meetings. The notice must include a description of the business to be discussed.

 

 

4. Voting. The presence of fifty percent of the voting membership constitutes a quorum. A majority of members where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. A quorum of the Executive Committee is at least three members of the Executive Committee. Proxy voting is not permitted. Mail (including facsimile) voting is permitted.

 

 

 

1. Committees. The Chairman shall appoint a nominating committee and other committees as are necessary.

 

 

2. General Counsel. A General Counsel may be appointed or terminated by the Executive Committee.

 

 

3. Rules. The Executive Committee may establish rules that are consistent with these Bylaws for the policies, procedures and programs of the Association.

 

 

Antitrust. In accordance with Article I,4. Restrictions, the PCTC by ratification of the membership adopts as a policy and general guideline regarding antitrust activities the policy statement and general rules indicated in Exhibit A, attached thereto the approved By-Laws of the PCTC.

 

 

5. Amendment. Amendments to these Bylaws may be made without prior notice at an annual meeting of the Association by a majority vote. Emergency amendments may be made at any time by a majority vote of the Executive Committee, but such emergency amendments are subject to subsequent approval by a majority vote at the next meeting of the voting membership.

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