The Foundation of the American Subcontractors Association Inc. (FASA), a section 501(c)(3) organization under the U.S. Internal Revenue Code, is the educational arm of the American Subcontractors Association, Inc. (ASA). An independent entity devoted to quality educational information, the foundation provides financial support to develop manuals, videos-on-demand, webinars, and other materials that promote business practices throughout the construction industry.
The foundation operates according to a set of bylaws:
Article I. Name
The name of the corporation is the “Foundation of the American Subcontractors Association, Inc.” or in short form “FASA” or the “Foundation.” The Foundation is incorporated under the laws of the District of Columbia.
Article II. Purpose and Objectives
Section 1. Compliance with Internal Revenue Code. The Foundation is formed to operate exclusively as a non-profit corporation for charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 and all amendments thereto, so that it may engage in any and all lawful activities permitted by organizations exempt under Section 501(c)(3), except as limited hereunder. This corporation shall be deemed to have no power to do anything not charitable within the meaning of said Section 501(c)(3) as amended.
The Foundation is not formed for a pecuniary or financial gain or profit and no part of the assets, income, or profit of the Foundation is distributable to or shall inure to the benefit of its directors, officers, donors or contributions or any other individual. No substantial part of the activities of the Foundation shall consist of carrying on lobbying, propaganda or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene directly or indirectly in any political campaign on behalf of or in opposition to any candidate for public office.
The Foundation shall conduct its business and affairs in a manner which shall qualify it as an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code to which deductible contributions may be made pursuant to the Internal Revenue Code, and that it will qualify as other than a private foundation pursuant to Section 509(a) of the Code.
Section 2. Objectives. The Foundation shall address and serve the research, education and training needs of the construction industry generally and of specialty trade contractors and subcontractors specifically. Toward this objective, the Foundation shall seek to acquire, receive, manage, administer and maintain property, assets and financial resources of any kind or description for the purpose of funding such research, education and training needs.
Article III. Board of Directors
Section 1. Authority of the Board of Directors. The Board of Directors is the governing body of the Foundation. The Board has the authority to make rules, formulate policies, and establish programs of the Foundation.
Section 2. Responsibilities of Directors. Directors shall have all of the responsibilities devolved upon them by common law and the laws of the District of Columbia.
Section 3. Composition of Board of Directors. The Board of Directors shall consist of:
- the vice president of the American Subcontractors Association, Inc. (ASA);
- the treasurer of ASA;
- the secretary of ASA;
- a representative of the Finance Committee of ASA, selected by that Committee from among its members;
- two other members, regular or ex officio, of the Board of Directors of ASA;
- the executive vice president of ASA;
- one representative of a national trade association representing specialty trade contractors in the construction industry; and
- one representative from a four-year construction management program accredited by the American Council for Construction Education.
Section 4. Election. Directors who are not ex officio shall be nominated by the Nominating Committee pursuant to Article V, Section 1 and elected by the Board of Directors at its last meeting of the fiscal year.
Section 5. Term of Office. Each director shall take office on the first day of July immediately following his/her appointment or election. The terms of the four elected directors shall be on a staggered basis, with two directors being elected each year by vote of the then sitting board of directors and assuming office the first day of the fiscal year following election. Each elected director shall serve a term of two years or until a successor is duly chosen and has assumed office. A director cannot serve more than three full consecutive terms unless he/she is an ex officio member.
Section 6. Meetings. The Board of Directors shall hold a minimum of two regular meetings during each fiscal year. The dates and locations of each such regular meeting shall be set by the Board no later than its next preceding meeting. Special meetings may be called by the President or by a majority of the members of the Board of Directors whenever deemed necessary.
Section 7. Voting. Each member of the Board has one vote. No proxies are allowed. The President will vote only on those issues where such vote breaks a tie.
Section 8. Procedures. The meetings of the Board of Directors shall be conducted in accordance with the current edition of Robert’s Rules of Order, except where modified by these bylaws.
Section 9. Voting by Special Ballot. When specific action by the Board of Directors is needed between scheduled meetings and the President determines it is unnecessary to call a special meeting of the Board, a special ballot may be used. The President and/or the Secretary shall contact, in writing or by phone, facsimile or other electronic means, all members of the Board, thoroughly explaining the issue and recording the response. A majority vote of the Board is necessary for passage.
Section 10. Notice. At least forty-five (45) days prior to any regular meeting of the Board of Directors, the Secretary shall provide written notice stating the time and place to each director. Notice of special meetings shall be given five (5) days in advance by mail, facsimile or other electronic means, stating time, place and purpose of such meetings.
Section 11. Quorum. At any meeting of the Board of Directors, one-half of the total members of the Board shall constitute a quorum for the purpose of acting on the business of the Foundation, provided that at least one-half of the ex officio members are present.
Section 12. Attendance. Absence at any regular Board meeting by a director must be preceded by written notice to the Secretary of the Foundation stating the reason for such absence. Such notice must be reviewed by the Board of Directors. If any ex officio member fails to attend two consecutive regular Board meetings without Board approval, the Secretary shall submit a report on such attendance to the ASA Executive Committee. Any elected director who fails to attend two consecutive regular Board meetings without Board approval, shall be removed from the Board.
Article IV. Officers
Section 1. Officers. The Officers shall be the President, Vice President, and Secretary-Treasurer.
Section 2. Election. Subsequent to the election of directors pursuant to Article III, Section 4, but at the same meeting of the Board of Directors, the Board of Directors shall elect the three officers from among the directors who will serve beginning the first day of July immediately following such election. The ASA Executive Vice President is not eligible to serve as President of the Foundation.
Section 3. Term of Office. The term of office of each officer shall begin on the first day of July immediately following the officer’s election. The officer shall serve one year or until a successor is duly chosen and has assumed office.
Section 4. Vacancy. In the event of a vacancy in the position of President, the Vice President shall assume the position of President until the end of the fiscal year. In the event of a vacancy in any other officer position, the Board, at its next meeting, shall elect a replacement from among the sitting directors.
Section 5. President. The President shall serve as the chairman of the Board of Directors and preside at all meetings of the Foundation. When necessary, the President shall call meetings of the Board of Directors, coordinating with the Secretary to provide appropriate notice. Unless otherwise provided in these bylaws or provided by the Board of Directors, the President shall appoint the chairs and members of all committees and task forces. The President shall serve as the principal spokesperson of the Foundation. The President shall have, perform and discharge such duties as the Board of Directors may prescribe.
Section 6. Vice President. The Vice President shall perform the duties of the office of the President in the absence or indisposition of the President. The Vice President shall perform and discharge such other duties as the President or the Board of Directors may prescribe.
Section 7. Secretary-Treasurer. The Secretary-Treasurer shall be responsible for all moneys of the Foundation and shall have the custody of the funds and other assets of the Foundation, subject to the direction and control of the Board of Directors. The Secretary-Treasurer shall be responsible for an accurate accounting of all moneys received and disbursed. The Secretary-Treasurer shall be responsible for the taking and keeping of minutes accurately reflecting the proceedings of the Board of Directors. The Secretary-Treasurer shall report to the Board of Directors at its regular meetings. The Secretary-Treasurer shall have, perform and discharge the duties usually pertaining to such office and such other duties as the President and the Board of Directors shall prescribe.
Section 8. Compensation. No officer, director or individual serving on committees or task forces of the Foundation shall receive any salary or compensation for services rendered to the Foundation. Upon advance approval by the Board of Directors, reasonable expenses incurred by officers, directors, and committee and task force members may be reimbursed upon presentation of suitable evidence of expenditure.
Article V. Committees
Section 1. Nominating Committee. At least 45 days prior to the last scheduled meeting of the Board of Directors in a fiscal year or within or within 30 days of a vacancy in an elected directorship, the President shall appoint a Nominating Committee comprised of at least three members of the Board. The Nominating Committee shall submit a slate of qualified candidates to the Board at least 15 days prior to the next scheduled meeting for vote by the Board at such meeting.
Section 2. Finance Committee. The Finance Committee shall be the Finance Committee of the American Subcontractors Association, Inc. The Finance Committee shall be responsible for monitoring the financial affairs and assuring the financial integrity of the Foundation. Specifically, the Finance Committee shall be responsible for:
- preparing an annual operating budget and a capital budget for approval by the Board of Directors;
- reviewing and recommending financial policies to the Board of Directors;
- monitoring significant controls and corrections of reportable conditions in a timely manner;
- assuring that the financial responsibilities delegated to management have been appropriately discharged; and
- recommending to the Board of Directors any other actions necessary to assure the financial integrity of the Foundation.
Section 3. Task Forces. The President may recommend and the Board of Directors may establish additional task forces to address the needs of the Foundation. Unless otherwise provided by the Board, the President shall appoint the chairs and then, in consultation with the chairs, the members of such task forces. All task forces so established shall be reviewed annually by the Board of Directors.
Article VI. Finances
Section 1. Fiscal Year. The fiscal year of the Foundation shall begin on July 1 and end on June 30.
Section 2. Budget. The Board of Directors shall adopt in advance of the next fiscal period, annual operating and capital budgets.
Section 3. Assets. No director or officer may acquire an interest of any kind in the property or assets of this Foundation.
Section 4. Financial Reports and Audits. The financial documents of the Foundation shall be audited not less than annually by a certified public accountant that shall be appointed by the Board of Directors of the American Subcontractors Association, Inc. The audited financial statements shall be provided to the Foundation Board of Directors.
Article VII. Indemnification and Insurance
Section 1. Action against Party Because of Foundation Position. The Foundation shall indemnify and defend any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation), by reason of the fact that the representative is or was a Director, Officer, employee, or agent of the Foundation, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the representative in connection with such claim, action, suit or proceeding if the representative acted in good faith and in a manner the representative reasonably believed to be in or not opposed to the best interests of the Foundation, and with respect to any criminal action or proceeding, had no reasonable cause to believe the representative's conduct unlawful. The termination of any claim, action, suit or plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the representative reasonably believed to be in or not opposed to the best interests of the Foundation and with respect to any criminal action or proceeding, had reasonable cause to believe that the representative's conduct was unlawful.
Section 2. Action By or in the Right of Foundation. The Foundation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the Foundation, by reason of the fact that the representative is or was a Director, Officer, employee, or agent of the Foundation, against expenses (including attorney's fees) actually and reasonably incurred by the representative in connection with the defense or settlement of such claim, action, or suit if the representative acted in good faith and in a manner the representative reasonably believed to be in or not opposed to the best interests of the Foundation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the representative's duty to the Foundation unless and only to the extent that the court in which such claim, action, or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnify for such expenses which the court shall deem proper.
Section 3. Authorization. Any indemnification under Sections 1 or 2 (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee, or agent is proper in the circumstances because the representative has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 4. Advanced Reimbursement. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, Officer, employee, or agent to repay such amount unless it shall ultimately be determined that the representative is entitled to be indemnified by the Foundation as authorized in this Article.
Section 5. Indemnification Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, rule of law, provision or certificate of incorporation, bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in the representative's official capacity and action as to continue as to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Where such other provision provides broader rights of indemnification than these bylaws, said other provision shall control.
Section 6. Insurance. The Foundation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Foundation, against any liability asserted against him and incurred by him in any such capacity, or arising out of the representative's status as such, whether or not the Foundation should have the power to indemnify the representative against such liability under the provisions of this Article.
Article VII. Amendment
These Bylaws may be amended or repealed by the affirmative vote of two-thirds (2/3) of the members of the Board of Directors at any meeting of such Board of Directors, provided that such majority includes at least four of the ex officio members.
Article VIII. Dissolution
In the event of liquidation or dissolution of the Foundation, no Officer, Director or other donor or contributor shall be entitled to any distribution or division of property or proceeds, and the balance of all money and property of the Foundation after payment of all obligations and debts shall be used or distributed exclusively to an exempt organization qualifying under Section 501(c)(3) of the Internal Revenue Code of 1954 (or any future provision of the Internal Revenue Code which is applicable).