Southwest Concrete Pavement

“Article 10 entitled "Standing and Special Committees" of the Bylaws of the Organization states the following:Section 10.1 CommitteesThe Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one (1) or more committees, each of which shall contain one (1) or more Directors, which committees, to the extent provided in said resolution, shall have and shall exercise the authority of the Board of Directors in the management of the Organization; provided, however, that no such committee shall have the authority of the Board of Directors in reference to any of the following: amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Director or Officer of the Organization; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another association or corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Organization; authorizing the voluntary dissolution of the Organization or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Organization; amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee; or the approval of any self-dealing transaction. The designation and appointment of any such committee and the delegation thereto of any authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law. Other than the Executive Committee, any Member in good standing is eligible to be appointed by the Board of Directors to sit on a committee. The Chairman of the Board of Directors may remove any non-officer committee member, with or without cause, with the approval of the Board of Directors.Section 10.2 Executive CommitteeThe elected Officers of the Organization and the immediate past Chairman of the Board of Directors shall comprise the Executive Committee which, between meetings of the Board, shall perform such functions as the Board of Directors shall authorize. The Chairman of the Board of Directors, or in his or her absence the Vice Chairman, shall be acting Chairman of the Executive Committee. The Executive Committee shall meet at the call of the Chairman and shall report its actions and decisions directly to the Board of Directors at the next succeeding meeting of the Board of Directors, which shall be subject to review and approval or revision by the Board of Directors without prejudice to the intervening rights of any third persons who may have dealt with the Organization in good faith. A majority of the Executive Committee shall be necessary for a quorum. Each member of the Executive Committee shall hold office for one (1) year or until his or her successors are elected. The Chairman may conduct a meeting of the Executive Committee by telephone conference or similar communications equipment whereby all members participating in the conference can hear one another.Section 10.3 Budget/Finance CommitteeThe Treasurer shall serve as chairman of this committee. The committee shall work with and counsel the Executive Director of the Organization on the preparation of the annual budget of the Organization and prepare any recommendations for the Board of Directors. The committee may perform such other financial duties for the Organization as the Board of Directors may direct.Section 10.4 Membership CommitteeThe Membership Committee shall consist of at least one (1) Director, two (2) Contractor Members and two (2) Members chosen from the other classes of Members. The Membership Committee shall address issues concerning membership growth and other matters pertaining to membership in the Organization as the Board of Directors may direct.Section 10.5 Term of OfficeEach member of a committee shall c”

“Membership in Southwest Concrete Pavement Association, Inc. is open to any qualified firm or individual established in the concrete paving or related industry and that subscribes to and supports the principles and purpose of the Organization. A public body or government corporation or entity does not qualify for membership in the Organization. The Board of Directors has established the following membership types: Contractor, Cement Company, Ready Mix Company, Material Supplier or Hauling, Equipment, Associate and Honorary Life. Contractor, Cement Company, Ready Mix Company, Material Supplier or Hauling and Equipment Members in good standing may participate in and vote at Organization meetings, vote for Organization Directors and have a representative act as an Officer and/or Director of the Organization. In addition, all members in good standing receive national publications issued to the general membership. A member of any classification may be terminated from Membership by a two-thirds vote of the Board of Directors.”

“A copy of Form 990 is reviewed by management and provided to each member of the Board of Directors for review, with questions and concerns of the members of the Board of Directors addressed prior to filing.”

“The Board of Directors reviews and approves Executive Director compensation making adjustments as determined necessary.”

“Governing documents and financial statements are available to the public upon request.”