NSA By Laws


 Section 1. The name of the corporation shall be the National Subcontractors Alliance, Inc. (hereinafter, the “NSA” or “Alliance”). It shall be governed under these by-laws (as amended from time to time in accordance with the provisions thereof.)

Section 2. The Alliance is a coalition of local or regional construction subcontractor associations organized to exchange
information between its member organizations and to foster opportunities for representation at the national level on industry issues.

Section 1. Membership in the Alliance is open to any local or regional association consisting primarily of construction specialty contractors, which is managed by a professional staff.

Section 2. Applications for membership in the Alliance shall be made in writing to NSA and accompanied by a remittance in an amount not less than the minimum dues, if any, for a twelvEmonth period. The application shall be referred to the Board of
Directors and the Board may accept such application by a two-thirds majority vote.

Section 3. In the event that the membership of any association shall terminate for any reason other than the dissolution of NSA, the interest of such association in the funds, investments and other assets of NSA shall, ipso facto, immediately cease and
terminate, provided, however, that any such association shall at any time be eligible to apply for reinstatement of its former
membership, and its interest shall be restored as of the date of termination if its membership is reinstated.

Section 4. Any member of NSA in good standing may resign at any time provided notice of resignation is filed with the President, and such resignation shall be acknowledged in writing.

Section 5. The membership of any association may be terminated by NSA for any cause satisfactory to the Board of Directors. Any such termination shall be voted-upon by the Board of Directors at any regular or special meeting of the Directors.

Section 6. The Alliance shall conduct an Annual Meeting, at a time and place to be designated by the Board of Directors, at which the business and goals of the Alliance and its members shall be discussed and conducted.

Section 1. All activities of NSA shall be conducted for the benefit of the members and of the public at large and shall be
financed by the subscriptions, dues, assessments, and/or voluntary contributions of members as provided by these by-laws.

Section 2. The dues of the Alliance, including the date dues are payable, shall be determined by the Board of Directors.

Section 3. A member in arrears in payment of dues or assessments for sixty days shall be subject to suspension from membership. Such member shall be given notice of pending suspension and shall be suspended from membership if the overdue account is not paid within thirty (30) days after mailing of notice of suspension, and the membership shall be terminated thirty (30) days thereafter unless the overdue account is paid. A member may not exercise the privileges and powers of membership during any period of suspension hereunder.

Section 4. The accounting year of the Alliance shall be from January 1 through December 31.

Section 1. The Alliance shall be managed by the Board of Directors.

Section 2. The following persons shall constitute the members of the Board of Directors: (a) the President of each member
association, or his or her designee; provided that a President’s designee to represent the association as a Director, shall be the executive officer, a staff official or a member of the respective association; (b) the Officers of the Alliance; and (c) the two
immediate past-Presidents of the Alliance, who shall be ex officio members of the Board of Directors, with Directors’ voting

Section 3. A regular meeting of the Board of Directors shall be held once in each calendar year, with such mandatory meeting occurring during the Alliance’s Annual Meeting or, if no Annual Meeting is held, at such time and place as the Board of Directors may choose. Other meetings of the Board of Directors shall be called by the President upon the request of three or more Member associations or by a vote of the Board of Directors.

Section 4. Directors from at least one-half of the member associations shall constitute a quorum.

Section 5. Meetings may be conducted by any means reasonably determined by the Board of Directors to be effective, including (without limitation) traditional meetings at a single location, electronically-conducted meetings via telephone conference or
Internet communications facilities and upon certification by the Secretary of the Alliance, any votes and other actions taken by the Board of Directors shall be conclusively deemed to have been taken as if at a duly-called, in-person meeting.

Section 1. The officers of the Alliance shall be a President, Vice President, a Secretary and a Treasurer. The offices of Secretary and Treasurer may, at the discretion of the Board of Directors, be combined, but no such combination shall serve to shorten the term of office of any sitting officer. The term of office shall be two years or until successors are duly elected. No officer shall be elected for more than two successive terms. Should any office or directorship become vacant for any reason, a Special Meeting of the Board of Directors shall be called, for the purpose of appointing a member to fill the vacancy for the balance of the term.

Section 2. The President shall serve as the executive officer of the Alliance and preside at all board meetings. In the case of a tie during a vote at a board meeting, the President shall cast the
deciding vote.

Section 3. The Vice-President shall preside at board meetings in the absence of the President, shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 4. The Secretary shall keep, maintain, or supervise all records of members, minutes of board meetings, and such
correspondence as required for the Alliance.

Section 5. The Treasurer shall keep, maintain, or supervise the collection of funds due and disbursement of moneys to satisfy purchases and expenses as prescribed by the Board of Directors and the keeping of a valid record of accounts.

Section 6. The Board of Directors may employ or hire independent contractors for the Alliance, and may delegate the routine operational control of the Alliance’s affairs to an Executive Director, which may be an individual or an organization. The Board of Directors shall have the power to appoint and to contract for the services of employees and independent contractors for the Alliance at such compensation and fur such a term as it may deem suitable.

Section 7. The Alliance financial records shall be reviewed annually within 90 days following the year end by a review committee consisting of two persons from member associations appointed by the Board of Directors.

Section 1. The Board of Directors shall appoint special and standing committees, as necessary for the achievement of the purpose of the Alliance.

Section 2. A Nominations Committee shall be appointed by the Board of Directors. This Committee shall select its chairperson and proceed with deliberations to select at least one nominee for each expiring office and directorship. Such nominations shall be in the hands of the Secretary before the annual meeting of the Board of Directors.

Section 3. Executive Committee. The Board of Directors may, in its discretion, appoint an Executive Committee, which shall consist of at least five members, and shall include all sitting Officers in its composition. The Executive Committee will have and exercise the authority of the Board in the routine management of the Alliance, including matters of administration and budgeting, during the interim between meetings of the board, subject to any restrictions established by the board.

Section 1. The election of Officers and Directors shall be conducted at the Annual Meeting of the Alliance, or at such other time as may be designated by the Board of Directors. Nominations from the member associations shall be accepted. The nominee receiving the highest number of votes for each office shall be elected to that office. A member association whose Director representative has been nominated or elected to serve as an Officer may designate a new representative to fill its Director position.

Section 2. Only Officers and Directors from member associations in good standing, as determined by the Secretary and Treasurer, shall be eligible to serve on the Board of Directors and vote.

Section 3. Voting shall be by Officers and Directors.

Section 1. Bylaws may be amended or revised by a majority vote of Directors present at any regular or special meeting, after presentation to all of the member Associations or their Director representatives, and discussion at any previous regular or special meeting.
Section 1. The Alliance may be dissolved by a vote of three-quarters (¾) of the Directors at a special meeting called for that purpose; provided, however, that each Director so voting shall certify to the Board of Directors that the proposed dissolution has been presented to the regular members of their respective associations in writing, and that such Director’s sponsoring association has authorized the Director’s vote to dissolve in accordance with the sponsoring association’s governing rules.

Section 2. In case of dissolution of this Alliance, all remaining assets shall be given to charitable organizations as decided by the Board of Directors and in accordance with all applicable governing laws and statutes.

I certify that the above Bylaws were duly adopted, as amended, by the Board of Directors of the National Subcontractors Alliance, Inc. at a meeting held on the 27th day of March, 2015.