Bylaws. National Association of Engineering Council Executives (Revised and approved as amended October 6, 2009)

Transcription

1 Bylaws National Association of Engineering Council Executives (Revised and approved as amended October 6, 2009) Mission Statement: To provide the chief staff executives of American Council of Engineering Companies Member Organizations with opportunities to enhance their abilities to deliver high quality services to their respective member firms. I) The Association A) Name The abbreviation or acronym for the National Association of Engineering Council Executives is NAECE. B) Purpose The purpose of NAECE is as follows: 1) To develop closer unity among consulting engineers council executives. 2) To exchange ideas and suggestions, to assist chief staff executive and staff members in carrying out their responsibilities and duties. 3) To encourage professional growth among chief staff executives and staff persons. 4) To strengthen the member organizations of the American Council of Engineering Companies (ACEC). 5) To cooperate with the leadership and staff of ACEC. 6) To facilitate member organizations in achieving their goals. 7) To coordinate activities to achieve and/or promote a mutually desirable national agenda. C) Past Purpose, Organization, and Operating Procedure These bylaws shall supersede and replace any previous bylaws or other operating procedures. II) Organization 1

2 A) Membership 1) Membership in NAECE is open to the following: (a) Full or part time chief staff executives of member organizations federated with ACEC. (b) Paid staff members of a member organization federated with ACEC. (c) Volunteers appointed to act as chief staff executives of member organizations federated with ACEC. 2) Each member organization in good standing, federated with ACEC shall have one vote which may be exercised by that member or by proxy by any other member of NAECE from a member organization. (a) Good standing is defined as any member who is current with dues, as defined in Article IX, Section A, Paragraph 1(a). (b) Proxies must be in writing, state who authorized the proxy, and who is authorized to use the proxy. Proxies can be introduced for use at any time during a meeting. Facsimile copies are acceptable. B) Officers and Executive Committee 1) The officers of NAECE shall be a president, a president-elect, and a secretarytreasurer. 2) Duties of the officers: (a) President The president shall preside at all meetings of NAECE. The president may establish committees and appoint members to fill such committees, and will be an ex-officio member of all committees. The president shall represent NAECE on the ACEC Executive Committee. (b) President-Elect The president-elect shall perform the duties of the president during the absence or disability of the president. If both the president and president-elect are absent from a meeting, the members present shall choose a president pro tempore. The president-elect will have the duty of encouraging membership in NAECE by all chief executive officers and appropriate member organization staff members and will personally contact all new member organization executive directors to encourage them to attend meetings. (c) Secretary-Treasurer The secretary-treasurer shall keep complete records of the proceedings of all meetings. Should the secretary-treasurer be absent from any meeting, the president shall choose a secretary-treasurer pro 2

3 tempore. The secretary-treasurer shall keep a current roster of the membership. The secretary-treasurer, as the custodian of the funds, will bill and collect dues and make disbursements in accordance with the budget and the directions of the membership. The secretary-treasurer may delegate some of the duties of office to another paid staff member of a member organization federated with ACEC. 3) Term of Office Officers of NAECE shall serve a single year term. 4) Executive Committee (a) Composition - The executive committee shall be composed of the officers. (b) Authority - The executive committee shall have the authority to act between NAECE meetings, except to revise the budget or the dues, unless specifically instructed to do so by the membership. (c) Quorum A majority of the members of the executive committee shall constitute a quorum. III) Meetings A) Number and Time of Meetings NAECE shall hold at least two meetings each year. Special meetings shall be called by the president or by written petition, signed by not less than five members. 1) The annual membership meeting shall be held during the annual convention of ACEC. 2) Other meetings may be held during the fall membership conference of ACEC, or at a time and location agreed upon by the membership. 3) The time and schedule and specific location of all meeting will be determined by the president. The membership will be notified of all meetings by written notice either postmarked or sent by facsimile or electronically a minimum of 14 days prior to the meeting date. B) Quorum A membership meeting shall have a quorum when 20 percent of the membership is in attendance. IV) Committees 3

4 A) Standing Committees NAECE shall be: 1) Finance The finance committee shall be chaired by the secretary-treasurer. It will recommend a budget and dues level to the membership at each annual meeting. A majority vote of the membership present will be necessary to adopt the budget and dues. 2) Nominating The nominating committee shall be chaired by the immediate past president and will consist of no fewer than three additional members representing geographic and size diversity. 3) Executive The executive committee as constituted under Article II, B, 3 shall also be a standing committee of NAECE. V) Nominations and Elections A) A nominating committee shall be appointed by the president no later than June 30 of each year. As stipulated in Article IV, A, 2, the committee will be chaired by the immediate past president and consist of not less than three additional members. The nominating committee will submit to the NAECE membership, in writing or electronically, a slate of nominees for the officers by dated facsimile or postmarked 30 days prior to the annual meeting. B) Election of officers shall be held each year at the fall meeting. Deleted: annual C) Elected officers shall take office immediately following the annual convention of ACEC. VI) Qualifications for Officers To qualify to serve as president, president-elect, or secretary-treasurer, a candidate shall be employed as the chief executive officer, as defined in Article II, A, 1, (a). VII) Vacancy Whenever a vacancy occurs in any of the NAECE offices, that vacancy shall be filled by an election. The most recent nominating committee shall select and present a suitable candidate to the membership no later than 30 days after the vacancy occurs. The person elected shall hold office for the balance of the unexpired term. VIII) Amendments to the NAECE Bylaws These bylaws, in total or any portion thereof, may be altered, amended or appealed by a majority vote of the eligible voting members present, provided such proposed amendments have been mailed, sent by dated facsimile or electronically 30 days prior to the meeting date. 4

5 IX) Finance A) Budget and Dues The annual budget and dues will be established by the following procedure: 1) The finance committee shall develop a proposed budget and recommended dues for the next fiscal year. The budget and dues recommendations will be sent to the membership with the annual meeting notice. The budget and dues will be voted upon by the membership at the annual meeting. (a) Dues shall be billed no later than July 31 and are past due and delinquent if not paid by September 15 of each year. Members who have not paid their dues prior to a membership meeting may not participate in any NAECE activity or meeting. (b) A report of the membership and dues paid will be made by the secretarytreasurer at all NAECE meetings. B) Fiscal Year The NAECE fiscal year shall commence on July 1 and conclude on June 30. The incoming and outgoing secretary-treasurer shall review the financial books jointly at year-end with the outgoing secretary-treasurer drafting a letter outlining the organization s financial status. The document shall be provided to the new NAECE officers. C) Bank Account and Check Signing In each year, the secretary-treasurer or designee(s) shall deposit funds of NAECE into a bank account, which provides checking. Only one signature will be required on the check and may be that of the secretary-treasurer or designee. D) Disbursement of Funds All funds will be disbursed within the constraints of the budget and at the direction of the president, with consent of the secretary-treasurer. Approval of expenditures of any non-budgeted funds to be disbursed must be given by at least two members of the NAECE executive committee. X) Adoption These Bylaws, duly approved by the membership and dated, supercede and replace bylaws revised and approved October 8, 1986 and May 5, 1996, and any other policy or governing documents, which may have preceded those. Carol Godiksen NAECE Secretary-Treasurer May 10,