Article I - Purposes

The purposes of this organization are as follows: to foster the growth and progress of the state of Ohio by promoting and erection of well-planned, properly constructed (or reconstructed) and equipped public and private buildings; to encourage high standards of quality and workmanship, and just and equitable principles of dealing, in the construction and related industries; to promote education in the community; to acquire, preserve, and disseminate business information; to cooperate with other organizations in promoting the public welfare in the respects aforesaid; to provide means of acquaintance and social enjoyment among its members and their friends; to maintain a central office and headquarters with adequate facilities for carrying out the purposes aforesaid; to admit to membership of the Exchange persons, sole proprietorships, partnerships or corporations, on such basis that membership in the Exchange will be considered a reasonable assurance of skill, honorable reputation and reliability; and to do all things appropriate in order to accomplish the foregoing purposes.

Article II - Membership

Section 1. Eligibility.

Any person, partnership, or corporation engaged in a business related to the construction industry and who is in accord with the objectives and purposes of this organization is eligible for election to membership.

Section 2. Election to Membership.

An applicant for membership in the Exchange shall complete and submit, to the Executive Director, an application in the form adopted by the Exchange for that purpose. Said application shall be presented to the directors for their consideration. The negative vote of three directors shall reject the application. A rejected applicant shall not be reconsidered for membership until after the lapse of one year from the date of rejection, except by unanimous consent by the directors present at a meeting of the Directors.

Section 3. Initiation Fee.

An initiation fee, as determined by the directors, shall accompany the application for membership.

Section 4. Successor to Member.

Membership in the Exchange is not transferable.

Section 5. Discipline of Members.

The Board of Directors, may prefer charges against a member for violations of membership rules, including, but not limited to failure to pay any and all financial obligations to the Exchange when the same is due or violations of electronic plan room rules, including permitting the continued, unauthorized access to the electronic plan room, when such access is not permitted by the plan room rules, after notice of such violation is delivered to the member company. In each case, a copy of the charges shall be served on the member in question and the directors shall fix a time, not less than five days nor more than thirty days from the date of such service, of a meeting of the directors at which the accused member shall be heard and testimony may be produced in support, (or in) denial, or explanation of the charges, whereupon the directors shall determine whether the member accused is guilty as charged, and such determination shall be conclusive. If the member is found guilty, the Board of Directors may reprimand such member, suspend the membership for a fixed period, or terminate the membership, as it may deem best.

Section 6. Resignation.

A company which resigns from membership shall be deemed to be in good standing if, upon his resignation, all outstanding obligations have been met. A company that resigns from membership or is terminated and has outstanding financial obligations cannot be reconsidered for membership until those obligations have been met..

Section 7. Honorary Members.

The directors may nominate and elect as honorary members of the Exchange such persons as are deemed worthy of this honor. Honorary members shall have all rights of a member.

Section 8. Restrictions.

No member shall have the authority or be permitted to utilize the facilities or services of the Exchange, in such manner as the use by the member constitutes substantially, the sale or resale of the facilities or services of the Exchange, for the members own profit making promotion, enterprise or business activity unless otherwise authorized by the Board of Directors.

Article III - Meetings of Members

Section 1. Annual Meeting.

The annual meeting of the members of the Exchange for the purpose of electing directors and transacting other business shall be held as soon as practicable after the beginning of the calendar year, at a time fixed by the directors or by persons authorized to call a special meeting of the members, as hereinafter provided.

Section 2. Special Meetings.

Special meetings of the members may be called by the directors, or by a majority of the directors acting without a meeting or by twenty members or by the President.

Section 3. Notice of Meeting.

The Executive Director, or in event of his absence or disability, the President or any officer designated by him, shall deliver by mail, e-mail or by any other means available to the primary contact of each member company notice of time, place and purpose(s) of such meeting not less than seven days in advance of the date of the meeting.

Section 4. Place of Meeting.

All meetings of members shall be held at such place as shall be fixed by the directors or the persons calling the meeting.

Section 5. Quorum.

The number of members necessary to constitute a quorum shall be 12. At any meeting at which a quorum is present the affirmative vote of a majority of those present (except as otherwise provided herein) shall be sufficient to take any action.

Section 6. Action by Representatives.

A partnership or corporation which is a member of the Exchange may be represented at such meeting by its representative, who need not produce written evidence of his authority to act for such member. If the authority of the person purporting to act for a partnership or corporate member is challenged, the matter shall be resolved by the Nominating Committee if the challenge occurs at an annual meeting, and in other cases by a committee appointed by the President or other presiding officer.

Section 7. Voting Powers.

Each member of the Exchange in good standing shall be entitled to one vote.

Article IV - Annual Dues

Section 1. Amount.

The member shall pay annual dues in the amount established by the directors.

Section 2. When Payable.

Dues shall be payable annually by the first day of the new membership year.

Section 3. Delinquencies.

Any member who is in arrears for three months in the payment of dues shall not be deemed to be in good standing. Notice of delinquency shall be mailed to him. If the member does not pay the dues in arrears within one month thereafter the directors may suspend his membership for a fixed period, or terminate his membership as they may deem best.

Article V - Directors

Section 1. Number and Qualification.

The number of directors shall be thirteen of whom four shall be elected each year from among the individual members or representatives of partnerships or corporate members of the Exchange, in good standing, to serve no more than two consecutive three year terms. The thirteenth member of the Board shall be the current Executive Director.

Section 2. Manner of Election.

  1. The Nominating Committee, or the Board of Directors acting as the Nominating Committee, shall direct the Executive Director to request from all members in good standing, including Board of Directors, nominations for all expired terms. A member shall not be limited to the number of nominations submitted.
  2. The Nominating Committee shall nominate a slate of four candidates which will fill all expired terms at the annual meeting, and such candidates shall be members or representatives of members of the Exchange in good standing. No member of the Exchange shall have more than one representative among the directors. No person shall be nominated as a candidate without his / her consent. The Nominating Committee, at least 30 days prior to the election, shall mail, e-mail or deliver by any other means available to the primary contact at each member company, a list of said candidates.
  3. The Board of Directors shall consist of at least one representative of each of the following categories: 1)General Contractors, 2)Sub-Contractors, 3)Suppliers and 4)Professional Services.
  4. The Nominating Committee shall direct the Executive Director to prepare ballots for use in the election. Ballots may be cast in person at the Exchange offices, by mail, fax, e-mail or by any other means available, provided that the authenticity of the vote is verifiable. Verification of vote cast by fax shall be determined by the Executive Director based on the fax phone number recorded by the Builders Exchange equipment. Verification of e-mail votes will be based on the e-mail addresses from which the vote was sent. If more than one vote is purportedly cast by any member company, the Executive Director shall verify the vote by contacting the President of the voting company. If no president is available or identified in any of the records the member company has delivered to the Builders Exchange in connection with their application or renewal of membership, said contact person shall at that time cast a vote replacing all other votes purportedly cast by that member company in that election.
  5. Any member not wishing to vote for the proposed slate may do so by writing in the names of one or more candidates of his choice.
  6. The Nominating Committee shall direct the Executive Director to count the ballots and report the results to the President. The slate of candidates receiving the highest number of votes shall be declared elected. The results of the election shall be conveyed to the general membership.
  7. The ballots shall be preserved for a least two weeks and shall be available for inspection by any member.

Section 3. Vacancies.

Whenever there shall be a vacancy among the directors, the remaining directors by a majority vote of their number, may elect a director to fill such vacancy for the unexpired term.

Section 4. Quorum.

A majority of the directors in office must be present at a meeting to constitute a quorum for the transaction of business and (except as otherwise provided herein) the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors. Any action which may be authorized or taken without a meeting, in a writing or writings, signed by all the directors in office and filed with the Secretary shall be the act of the Directors.

Section 5. Organizational Meeting.

As soon as feasible after the election, the directors shall hold an organizational meeting to elect officers and to transact any other business.

Section 6. Regular Meetings.

The directors shall hold regular meetings. For this purpose the organizational meeting shall be deemed to be a regular meeting.

Section 7. Special Meetings.

Special meetings of the directors shall be held when called by the President of any three directors.

Section 8. Notice of Meetings.

Unless waived, notice of each meeting of the directors shall be given in person, by mail, by e-mail or by any other means available to each director not less than forty-eight hours before such meeting except that the organizational meeting may be held immediately after the annual meeting.

Article VI - Officers

Section 1. Officers Named.

The officers shall consist of the President, Vice President and Treasurer, who shall be elected from among the directors, and the Executive Secretary, whose position shall be filled by the current Executive Director. The directors may elect such additional officers as they see fit.

Section 2. Term of Office.

Except in case of resignation, death or removal from office, each officer shall serve for one year and until his successor is elected. Vacancies among the officers may be filled by the directors.

Section 3. President, Duties.

The President shall preside at all meetings of the members of the Exchange and of the directors. Except as otherwise determined by the directors, and except in the case of the Nominating Committee, he shall appoint all committees and be a member ex officio thereof.

Section 4. Vice President, Duties.

The Vice President shall aid the President in the discharge of his duties, and, in the absence or disability of the President, shall perform the duties of the President.

Section 5. Treasurer, Duties.

The Treasurer shall receive from the Secretary a full accounting of all money collected and disbursed by the Exchange and shall direct the Executive Director to furnish complete financial statements at each regular meeting of the Board of Directors.

Section 6. Executive Secretary, Duties.

The Executive Secretary shall keep records of the proceedings of the members and of the directors, attend to all correspondence, keep a roll of the members, execute documents in accordance with instructions of the President, give notices as may be required by the President, notify directors and officers of their election (unless the President shall do so), collect and receive money due to the Exchange and deposit the same in a depository designated by the directors, and perform all other duties incident to his office, and as may be required by the directors or the President.

Section 7. Other Officers, Duties.

Other officers shall perform such duties as may be assigned to them by the directors.

Section 8. Salaries.

The directors shall fix the salaries of the Executive Secretary and the Assistant Director / Operations Manager. The other officers of the Exchange shall normally serve without compensation. However, for extraordinary services the directors may authorize compensation to be paid in particular cases.

Section 9. Fidelity Bonds.

All officers and employees shall be covered by a fidelity bond in such sum and with such security as the directors may require. The cost of such bonds shall be borne by the Exchange.

Section 10. Delegation of Duties.

The directors may delegate the duties of any officer to any other officer or committee and may control the actions of the officers and require the performance of duties in addition to those mentioned herein.

Section 11. Signing Checks & Other Instruments.

Unless otherwise ordered by the directors, all obligations of the Exchange shall be paid by check or credit card drawn on a designated depository and signed and countersigned by any two of the following officers: President, Vice President, Treasurer, Executive Director.

Section 12. Investments.

The directors may cause funds of the Exchange which are not currently needed for operating purposes to be deposited in interest earning situations in keeping with sound investment practices.

Article VII - Committees

Section 1. Powers and Duties of Committees.

The directors may, at any time, establish committees, whether they have broad reaching and long standing duties, such as membership, activities, finance, etc. or whether they have a specific, short lived purpose, such as, a new building, program development, etc. The reports, recommendations or findings of all committees shall be submitted to the directors and no action shall be taken thereon except as authorized either generally or specifically by the directors.

Article VIII - Amendments to Constitution

This constitution may be amended at any time by mailing, faxing, e-mailing or delivering by any other means available the proposed changes to the constitution to the primary contact of each member company. The affirmative vote of two-thirds of the members responding either in person or other verifiable vote shall be necessary to adopt an amendment.

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