Article I:  PURPOSES

1. Name.  The name of the Association is the International Slurry Surfacing Association, a nonprofit corporation incorporated in the State of Texas.

2. Location.  The principal office of the Association shall be the office address of the Executive Director.  The association may also maintain an office in such other place or places as the Board of Directors may designate.

3. Purposes.  The purposes of the Association include:

a) providing opportunities for dialogue, education, advancement and improvement of all aspects of the emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment industry through meetings, seminars, communications, publications, and other programs and activities;

b) articulating and advocating the needs and interests of the emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment industry before legislative and administrative branches of local, state, and national governments;

c) cooperating on behalf of the emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment industry with suppliers, distributors, dealers, insurers, and customers directly and through their associations in matters involving the business and governmental affairs of the industry; and

d) promulgating policies and conducting activities for the betterment of all those individuals or firms involved in some aspect of the emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment industry.

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

a) applicable federal, state and local antitrust and other legal requirements; and

b) applicable tax-exemption requirements including the requirements that the Association not be organized for profit and that no part of its earnings inure to the benefit of any member or individual.

ARTICLE II:  MEMBERSHIP

1. Membership Qualifications.  Membership in the Association is available to persons or firms involved in, or associated with the emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment industry.  Dues and other terms of membership shall be determined by the Board of Directors.

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 and email).  Voting members are eligible to serve as directors or hold office in the Association.

• Contractor Membership:  Individuals or firms engaged as contractors or subcontractors in the business of emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment in the United States or Canada.
• Supplier Membership:  Individuals or firms furnishing equipment, materials, and/or laboratory services furnishing slurry systems mix designs to the emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment industry in the United States or Canada.
• International Contractor Membership:  Individuals or firms that qualify for Contractor membership, domiciled outside but not engaged as Contractors in the United States or Canada.
• International Supplier Membership:  Individuals or firms that qualify for Supplier membership, domiciled outside but not engaged as Suppliers in the United States or Canada.

3. Non-Voting Memberships. The following membership classes have no vote nor are they eligible to serve as directors or hold office in the association.

• Associate Membership:  Individuals or firms that are not covered under one of the voting membership categories but are deriving an income from the emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment industry.  Examples are consulting engineering firms, and testing laboratories.
• Governmental Membership: Government agencies interested in emulsified asphalt slurry seal, micro surfacing, asphalt based chip seal and asphalt based crack treatment.
• Affiliate Membership: Professional trade associations and societies, educators, and retirees.
• Honorary Membership: Conferred upon individuals or firms according to terms specified by the Board of Directors.

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 Director of the Association.

5. Admission of Members.  Admission to membership is by majority vote of the Board of Directors.

6. Resignation.  Any member may resign by filing a written resignation with the Executive Director; 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 Board of Directors.  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 Board.  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 Board of Directors, and final written notice of the Board’s decision.

Article III:  FUNDS

1. Fees, Dues and Assessments.  Initiation fees, dues and assessments shall be determined by the Board of Directors.

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. Power to Waive.  The Board of Directors may cancel or waive payment of any dues, assessments or other indebtedness of a member for any period.

4. Refunds.  No fees, dues or assessments will be refunded.

Article IV:  DIRECTORS

1. Directors.  The governing body of the Association is the Board of Directors, which has authority and is responsible for the supervision, control and direction of the Association.  Funds of the Association may be paid out only at the direction of the Board of Directors.

2. Composition of the Board.  The Board of Directors consists of twelve persons who shall be elected by and from the voting membership. The President may appoint a Research/Technical Director to an additional voting position on the Board.

3. Election and Term of Office.  Prior to the annual meeting of the Association an election shall be held by ballot to choose the Officers and the members of the Board of Directors for the coming one-year term, which begins at the close of the annual meeting.

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

5. Meetings.  The Board of Directors shall meet at least annually at the time and place of the annual membership meeting.  The presence of any six directors constitutes a quorum.  A majority of directors 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 and email) voting is permitted.

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

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

Article V:  OFFICERS

1. Officers.  The officers of the Association shall be a President, Vice President, a Secretary, a Treasurer and an Executive Director.

2. Qualifications.  Officers, except for the Executive Director, must be voting members of the Association who have been elected directors each year at the annual membership meeting of the Association.

3. Election and Term of Office.  Prior to the annual meeting of the Association, voting members shall conduct an election by ballot an election to choose the Officers and the members of the Board of Directors for the coming one-year term, which begins at the close of the annual meeting.  The Executive Director shall be appointed or terminated by the Board of Directors.

4. Duties.  The Officers shall perform those duties that are usual to their positions and that are assigned to them by the Board of Directors.  In addition, the President of the Association acts as Chairman of the Board of Directors; the Vice President acts in place of the President when the President is not available; the Secretary is the administrative officer, and the Treasurer is the financial officer of the Association; and, the Executive Director is the chief employed administrative officer of the Association.

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

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

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

Article VI:  MEETINGS

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

2. Special Meetings.  Special meetings of the Association voting membership may be called by a majority vote of the Board of Directors.

3. Notice.  The Board of Directors 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 twenty 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.  Proxy voting is not permitted.  Mail (including facsimile and email) voting is permitted.

Article VII:  COMMITTEES, RULES AND AMENDMENTS

1. Committees.  The President shall appoint a nominating committee chairman, and other committees as are necessary.

2. General Counsel.  A General Counsel may be appointed or terminated by the Board of Directors.

3. Auditors.  Auditors shall be appointed or terminated by the Board of Directors.

4. Rules.  The Board of Directors may establish rules that are consistent with these Bylaws for the policies, procedures and programs of the Association.

5. Amendment.  Amendments to these Bylaws shall be made with 60 days prior notice by a majority of those members casting a vote.  Emergency amendments may be made at any time by a majority vote of the Board of Directors, but emergency amendments are temporary and subject to subsequent approval by a majority vote at the next meeting of the voting membership of the Association.

Article VIII:  ANTITRUST COMPLIANCE

1. POLICY

It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal and state antitrust laws.  Any activities of the Association or Association-related actions of its staff, officers, directors or members which violate these laws are unequivocally contrary to Association policy.  The Association’s Antitrust Policy is published annually in the ISSA Membership Directory and is reviewed at all Board of Director meetings.

2. IMPLEMENTATION

Implementation of the antitrust compliance policy of the Association shall include, but shall not be limited to, the following:

A. Association Membership, Board of Directors, and Committee meetings shall be conducted pursuant to agenda distributed in advance to attendees; discussions shall be limited to agenda items; there shall be no substantive discussions of Association matters other than at official meetings; minutes shall be distributed to attendees promptly.

B. All Association activities or discussions shall be avoided which might be construed as tending to:

(1) raise, lower or stabilize prices;

(2) regulate production;

(3) allocate markets;

(4) encourage boycotts;

(5) foster unfair trade practices;

(6) assist in monopolization; or in any way violate federal, state or applicable international trade regulations and antitrust laws.

C. General Counsel will attend all Association Board of Directors meetings.  Attendance of counsel at committee meetings or other membership meetings shall be at the discretion of the President or Executive Director.

D. Association members, officers, directors or employees who participate in conduct which the Board of Directors, by a two-thirds majority vote, determines to be contrary to the Association antitrust compliance policy shall be subject to termination of membership (or termination of employment for employees).

Article IX:  POLICY MANUAL

The Association shall adopt a Policy Manual, which shall provide guidelines for the implementation of the Association’s Bylaws and adequate administration of the Association’s affairs.  Additions, deletions, and changes to the Policy Manual shall be made upon approval of 2/3 of the Board of Directors on said changes at any regular or special meeting of the Board.

Article X:  INDEMNIFICATION

The association shall indemnify and hold harmless each officer, director committee member and employee against liability for any matter arising out of any action, suit, proceeding or claim in which they or any of them are made parties or a party by reason of having served as an officer, director or employee of the association except in relation to matters as to which they be adjudged in such action, suit or proceeding to be liable due to their gross negligence or criminal misfeasance.

Approved ISSA Annual Business Meeting – February 22, 2015