Goals

In 1987 we, the ready mix concrete producers of Maine, New Hampshire, and Vermont along with other customers, met to discuss the future of the concrete industry and how best to meet the challenges which lay ahead.  Our collaboration resulted in the formation of the Northern New England Concrete Promotion Association, whose primary goal is to extend the use of quality portland cement concrete throughout northern New England.

Services

In pursuit of our primary goal, we will provide a variety of services to the architectural and engineering community, as well as to developers, contractors, and municipalities.

Information Resource Call us anytime there is a need for information on ready mix concrete.  Through our information network we will get the answers to your questions.
Presentations One-on-one or in small groups at your office, we will present timely and up-to-date information on subjects of primary interest to you and your peers.
Promotion Information on new and exciting uses of concrete as well as advice and consultation on ways to better utilize existing methods and technology.
Regional Seminars Informational meetings for the architectural and engineering community.  Technical education for contractors and developers.  Pertinent seminars tailored to the needs of northern New England.

Whatever your needs may be, the Northern New England Concrete Promotion Association is ready to show you more about the "Concrete Advantage."  Let us be your resource for education and information on concrete and it's growing technology.  Let us work together to extend the use of quality portland cement concrete.

BY-LAWS
OF THE
NORTHERN NEW ENGLAND
CONCRETE PROMOTION ASSOCIATION
 

Article I: Name

The name of this organization shall be the Northern New England Concrete Association (NNECPA). The association is a non-profit corporation organized under the laws of the State of Maine.
 

Article II: Purpose and Scope

It shall be the sole purpose of this association to promote and extend the use of Portland cement concrete in Maine, New Hampshire, and Vermont. NNECPA shall use its funds only to accomplish this objective and purpose.


No rules or regulations shall be adopted and no activity undertaken whatsoever which in any manner shall stifle competition, limit production, restrain trade, lead to the exchange of credit information, regulate prices or pool profits. No coercive measures of any kind shall be adopted or practiced towards any competitor to induce him to join the association. No discriminatory practices shall be permitted against any manufacturer for the reason that he may not be a member of the association to induce him to become a member.
The purpose of this association does not include pecuniary gain or profit to the members hereof. None of its net earnings, if any, shall ever inure to the benefit of any member or other individual, firm, or corporation; provided, however that this provision shall not prevent the payment to any persons of reasonable compensation for services actually rendered to this association.
 

Article III: Membership

            There shall be five (5) classes of membership known as (A) RMC Producer Members, (B) Northeast Cement Shippers Members, (C) Associate Members, (D) Contractor Members, and (E) Professional Members.
A.     Any person, firm, or corporation regularly engaged in the production and sale of Portland cement ready mix concrete in the State of Main, New Hampshire, and Vermont shall be eligible for producer membership in this association.
B.     Any person who is a Producer member of the NECSA.
C.     Any person, firm, or corporation engaged in the manufacture or sale of equipment or in the production of materials or supplying of services incidental to the manufacture or delivery of quality concrete shall be eligible for associate membership in this association. However, this membership category shall not include members of NECSA. Associate members are eligible to attend all meetings and to receive all literature and publication of the association. The actions and eligibility privileges of associate members will be governed by the Board of Directors of the association.
D.     Any person, firm, or corporation, which purchases or uses Portland cement ready mix concrete shall be eligible for contractor membership in this association. Contract members are eligible to attend all meetings and to receive all literature and publications of the association. The actions and eligibility privileges of contractor members will be governed by the Board of Directors of the association.
E.      Any person, firm, or corporation engaged as an architect, engineer, designer, testing laboratory, or other professional associated with the ready mix concrete business shall be eligible for professional membership in the association. Professional members are not eligible to vote or hold office in the association. Professional members are eligible to attend all meetings and to receive all literature and publications of the association.
Regardless of other provisions stated in these Bylaws, continuation of membership in this association of associate, contractor, or professional members will be governed by the Board of Directors and any and all associate, contractor, or professional members may be removed from membership, with cause, by a majority vote of the Board of Directors.
Applications for membership in the association shall be made in writing to the Membership Committee upon a form approved by the Board. The applicant shall agree therein, if admitted to membership, to accept and be governed by the Bylaws of the association and to pay such dues and expenses as are properly assessed by the Board of Directors. Any doubt or question arising as to who may be eligible to membership in this association shall be determined by the Board of Directors, and their decision shall be final.
Any member who is a firm or corporation shall designate in writing to the Secretary/Treasurer of the association that member’s individual representatives to the association who shall exercise all rights and privileges on behalf of the member.
 

Article IV: Dues and Dues Collection

  
            There shall be no dues or other assessment for any individual NECSA member company. All financial investment by these companies shall be through their membership in the NECSA. NECSA representatives to the Association Board of Directors shall be empowered by the NECSA Board of Directors to commit investment dollars on behalf of NECSA provided all NECSA representatives agree on the amount and that the ready mix producer members of the Association Board are likewise empowered to commit the remaining membership of the Association to a specific financial investment.
            Voluntary contributions by members in excess of dues assessed upon them are permitted, but such voluntary contributions confer no additional status or privileges within the membership classification.
            Voting at the annual meeting will be as follows: All producer members will be granted one (1) vote each. The NECSA Representative will be allowed one (1) vote, and the NECSA Area Representative shall be a non-voting Board Member. The Associate, Contractor, and Professional classes of membership will be allowed one (1) vote per membership class.

Article V: Meetings of Members

            There shall be one regular annual meeting of the members to be held on the date and at the place to be designated by the Board of Directors.
            Special meetings of the members may be called by the President of the association, by any three (3) Directors, or by twenty five (25) percent of the members whose prior consent has been obtained in writing. Each such call shall be in writing and shall state the time and place and specific purpose of such meeting. No business shall be transacted at a special meeting other than as stated in the call.
            Notice of each regular annual meeting of the members stating the time and place thereof shall be mailed by the Secretary/Treasurer to each member as his address shall appear on the books of the association, at least fifteen (15) days prior to the time for holding such a meeting.
            Notice of a special meeting of the members stating the time, place and purpose thereof shall be mailed, emailed, facsimile transmitted or telephoned by the Secretary/Treasurer to each member so as to give not less than one calendar week notice thereof.
            At any meeting of the members, at least twenty-five percent (25%) of the producer members must be present in person, or represented by the written proxy to constitute a quorum for the transaction of business.
            Each producer member shall be entitled to one equal vote at all meetings of the members of the association. The members present at a duly called and convened meeting at which a quorum is found to be present may continue to do business until adjournment, even though withdrawals reduce the meeting to less that a quorum. Except as otherwise provided herein, a majority vote, counting producer members present and proxies, shall determine the disposition of any matter brought before the meetings.
            Any meeting of members at which a quorum is not present shall be adjourned without the transaction of any business, except that an adjournment date may be fixed, in which case a regular notice thereof shall be given.
 

Article VI: Board of Directors

  
            Subject to the limitations of the Articles of Incorporation, these Bylaws and controlling provisions of the law, all powers of the association shall be exercised by or under the authority of, and the administration, business, and property of the association shall be controlled by the Board of Directors.
            The Board of Directors shall consist of up to twelve (12) members. Seven (7) members shall be producer members, including the President, Vice President, and Secretary/ Treasurer, all of whom shall be elected by and be representatives of producer members. There shall be at least one (1) Director from each of the three States of Maine, New Hampshire, and Vermont. Producer members of the Board of Directors shall be elected and serve for a term of three (3) years each, except as hereinafter stipulated. Terms shall be staggered so that at least two and not more than three Director positions are vacated and subject to election each year. The President, Vice President, and Secretary/Treasurer shall be elected annually, by the Board of Directors at the first meeting of the Board following the annual meeting of the members.
            Election of producer members of the Board shall be by the membership at the annual meeting. A majority vote of the members present at the annual meeting shall be sufficient for election.
            At the annual meeting of the membership, a nominating committee composed of active members who are selected by the President of the association, shall nominate one candidate for each vacancy on the Board of Directors. Any producer member may make additional nominations of candidates for the office of Director from the floor of said meeting.
            One Board of Director member shall be elected by and be a representative of Associate Members. Associate members shall nominate the proposed Board member to the Board of Directors who shall then approve or disapprove of the nomination. Following approval, the associate Board member shall be approved by the general membership at the annual meeting. This Board position will be allowed one (1) vote at all Board meetings.
            One Board of Director member shall be elected by and be a representative of Contractor members. Contractor members shall nominate the proposed Board member to the Board of Directors who shall then approve or disapprove of the nomination. Following approval, the contractor Board member shall be approved by the general membership at the annual meeting. This Board position will be allowed one (1) vote at all Board meetings.
            One member of the Board of Directors of the association shall be a representative of the Northeast Cement Shippers Association (Shippers). The Shipper member of the Board of Directors shall be elected and serve for a three (3) year term, except as hereinafter stipulated.  One non-voting member shall be the NECSA Area 4 Representative.
            In addition to the members of the Board of Directors regularly elected as provided, the immediate past President of the association may serve as an ex-Officio, non-voting member of the Board.

Article VII: Vacancy on the Board

 
            Vacancies of the Board of Directors occasioned by death, resignation, or removal shall be filled by a vote of the majority of Directors present at any regular or special meeting of Board of Directors until the next annual meeting of the membership, at which time the unexpired term will be filled as provided for in the preceding paragraph. Any Director who, as an individual or whose company ceases to be an active member of the association, shall thereupon cease to be a Director. Any Director may be removed from office by three-quarter (3/4) majority vote of the full Board of Directors. Any vacancy in the Board of Directors not filled within thirty (30) days by the Board of Directors may be filled by the members at a special meeting called for such purpose.
 

Article VIII: Meetings of the Board

 
            The Board of Directors shall meet at such times and places as the Directors shall from time to time determine.
            Special meetings of the Board of Directors may be called by the President, or by the Secretary/Treasurer at the request of any three (3) Directors. Notice of such special meeting, starting time, place and purpose thereof shall be mailed, emailed, facsimile transmitted or telephoned by the Secretary/ Treasurer to each Director so as to give not less than one calendar week notice thereof, unless such time requirement is waived at any time in writing by the Director not notified, or unless he attends the meeting.
            A majority of the Board when present at each regular or special meeting of the Board of Directors, shall constitute a quorum, provided that a majority of the members present are producer members of the Board of Directors. Directors present at a duly called and convened meeting at which a quorum is found to be present may continue to do business until adjournment, even though withdrawals reduce the meeting to less thana quorum. A majority vote of the Directors present shall determine the disposition of any matter brought before the meeting.
            Any meeting of the Director at which a quorum is not present shall be adjourned without the transaction of any business, except to fix an adjournment date, in which case the regular notice thereof shall be given.
            Without limiting the general power conferred in Article VI but subject to the same limitations, the Directors shall have the following powers and duties:
A.     To select and remove all officers, agents, and employees of the association, prescribe such powers and duties for them as are not inconsistent with law, the Articles of Incorporation or these Bylaws, fix their compensation and require from them, if desirable, security for faithful service.
B.     To conduct, manage, and control the affairs and business of the association with prudence, and in good faith; to make such rules and regulations therefore not inconsistent with law, the Article of Incorporation, or these Bylaws as they, in their sole discretion, see fit.
C.     To have custody and control of the funds of the association, to borrow and incur indebtedness for the purpose of the association, and to cause to be executed and deliver therefore in the name of the association promissory notes or other evidences of debt and to give security therefore.
D.     To fix and from time to time to change the principal office for the transaction of the business of the association within the States of Maine, New Hampshire, and Vermont.
E.      To appoint committees; to delegate to committees any of the powers and authority of the Board, and to delegate to said committees such power authority as may be necessary for the specific purpose for which the committee was appointed.
F.      To keep a complete record of the acts and proceedings of the Board of Directors and the business of the association, and to present a full statement thereof at the regular annual meeting of the members showing in detail the condition of the affairs and finances of the association.
G.     To prepare an annual budget and promotion plan for the Association and to set the annual dues rate for Non-NECSA members.
H.     To approve, authorize, and direct the execution of all necessary documents, to make agreements and commitments and to negotiate therefore, and to do every other act or thing necessary to carry out the purposes of the association.
At the first meeting of the membership of the association, all active members of the Board of Directors shall be elected. Two (2) active members shall be elected for a term of two (2) years, one (1) active member shall be elected for a term of one (1) year. Thereafter, the terms of the service upon the Board of Directors shall be as previously provided in this Article.

Article IX: Officers

            The officers of the association shall consist of a President, Vice President, and Secretary/ Treasurer, each of whom must be a member of the Board of Directors.
            At the first Board meeting following the annual meeting of the members and the election of members of the Board of Directors, said officers shall be elected and take office for a term of one (1) year or until their successors are elected. A majority vote of the Board members present at said meeting shall be sufficient for election.
            Officers shall serve for terms of one (1) year unless sooner removed at the pleasure of the Board of Directors at a special meeting or until their respective successors are elected and take office. Any vacancy occurring in said offices shall be filled by the Board of Directors at its next regular meeting or at a special meeting called for that purpose, and a person so elected shall hold office until the next annual meeting, unless sooner removed at the pleasure of the Board.
            The Board of Directors may also appoint an Executive Director and such assistant secretaries and assistance treasurers and other agents, employees, representatives, and attorneys as it in its sole discretion may determine to be appropriate or necessary to accomplish the purpose of the association.
            No director or officer of this association shall be compensated. All agents, employees and other representatives shall be compensated as and shall have such powers and duties as the Board of Directors shall from time to time prescribe.
            The President shall be the chief executive officer of the association and Chairman of the Board of Directors. He shall have a vote as a Director, and as a member. He shall, whenever he deems it necessary, call special meetings of the members and of the Board of Directors. He shall sign all certificates of membership and all other documents requiring his signature. Subject to the approval of the Board of Directors, he shall appoint committees and may act as Chairman thereof and shall perform and discharge such other powers as the Board of Directors may from time to time prescribe.
            The Vice President shall have such powers and perform such duties as the Board of Directors shall from time to time prescribe. In the absence of the President, the Vice President, the Secretary/Treasurer, in that order, shall act as presiding officer at any Board Membership meeting.
            The Secretary/Treasurer shall keep full and correct accounts of the receipts and disbursements of the association. He shall maintain all monies and valuable effects in the name of the association, in such depositories as may be designated by the Board of Directors, and as required by the Board of Directors, and as required by the Board of Directors shall render full and complete accounts of the finances of the association.
            The Secretary/Treasurer shall serve as recording secretary of all meetings of the members of the Board of Directors and of committees, taking and keeping correct and accurate minutes of the proceedings. He shall keep a correct role of the members of the association with current post office addresses. He may act as a confidential depository agent and shall receive totals of monies collected as dues as specified by the Board of Directors from time to time, and from all other sources and shall deposit the same to the account of the association. He shall also have such additional powers and perform such additional duties as the Board of Directors may from time to time prescribe.
 

Article X: Budget

            Prior to the annual meeting, the Board of Directors shall prepare and approve a budget covering the activities of the association for the ensuing 12-month period. When approved by the Board, the budget shall be submitted for ratification by the membership at the annual meeting of the association.
 

Article XI: Membership Committee

            The Board of Directors shall appoint, or in the absence of appointment, shall serve as the membership committee. The membership committee shall receive all applications for membership and recommend to the Board of Directors acceptance or rejection of any membership application. The membership committee shall also be assigned the task of generating members of all classes who are concerned with the purpose of the association and to monitor and make recommendations to the Board of Directors concerning the status of current members.
 

Article XII: Membership Certificates

            The association shall cause to be issued to each member in good standing a certificate of membership in a form approved by the Board of Directors. No membership in the association or certificate thereof, and no right or interest therein, shall be assigned or assignable by any member, nor shall any purchaser or other successor in interest or assignee or a member be admitted to membership in the association except in accordance with requirements and procedures established in Article III.
 

Article XIII: Resignation and Expulsion

Any member accepted for membership in the association shall be required to continue his membership for a minimum period of one (1) year and shall be obligated to pay dues for the full period of membership. Any member may withdraw or resign from this association after membership continuing for a period of one (1) year upon sixty (60) days prior written notice to the Board of Directors and the payment in full of all dues, assessments, and other expenses properly allocated thereto, and by so doing shall forfeit all right and interest in the assets of the association.
 

Article XIV: Amendments

            These Bylaws may be altered, amended or repealed by a majority of all voting members at any regular annual meeting, or at any special meeting of the members called for such a purpose, provided that not less than thirty (30) days prior to any such meeting each member shall have been notified in writing of the proposed alteration, amendment, or repeal, which notice shall include a written copy of said proposal.
            These Bylaws may be altered, amended or repealed without the necessity of a meeting by written asset of a majority of all voting members, provided that each member shall have been furnished in advance of such assent with a written copy of the proposal to so alter, amend, or repeal.
            Notwithstanding the previous provisions of the Article XIV, the unanimous vote or written assent of all voting members shall be necessary to amend Article VIII of these Bylaws.
 
Originally adopted 1 September 1987.
Amended and restated on December 1998