The American Council of Engineering Companies of Pennsylvania BOARD GOVERNANCE MANUAL. (How Things Work)

Transcription

1 The American Council of Engineering Companies of Pennsylvania BOARD GOVERNANCE MANUAL (How Things Work) Dated: June 27, 2013 Revised: June 24, 2015

2 PREFACE This Manual is intended to serve as a resource for all ACEC/PA members. It is a ready reference on the Association covering a variety of topics from our organizational structure to our Bylaws. If you have any questions regarding this Manual, or have a comment on the content herein, please feel free to contact a member of the Executive Committee or our Executive Vice President. It is our intent to update and improve the Manual periodically, and the most current version will always be housed on our website. 06/24/2015 2

3 TABLE OF CONTENTS Executive Summary... 4 ACEC/PA Bylaws... 6 ACEC/PA Organization Chart ACEC/PA Nominations ACEC/PA Political Action Committee (PAC) ACEC/PA Board Roles and Responsibilities ACEC/PA Committees ACEC/PA Committee Chair Roles and Responsibilities ACEC/PA Leadership Code of Conduct ACEC/PA Conflict of Interest Disclosure Form ACEC/PA Professional and Ethical Conduct Guidelines ACEC/PA Strategic Plan ACEC/PA Miscellaneous Notes /24/2015 3

4 EXECUTIVE SUMMARY What is ACEC/PA? ACEC/PA is a state member organization (MO) of ACEC National. What does ACEC/PA do? ACEC/PA serves as advocate for the business of consulting engineering in Pennsylvania. How is ACEC/PA organized? 1. The membership consists of Member firms, Associate Member firms, Affiliate Member firms and Supplier Member firms; as defined below: Member firms engaged in the practice of engineering and land surveying Associate Member firms provide scientific and technical series complementary to Member firms Affiliate Member firms provide services used in the internal operations of Members/Associate Member firms Supplier Member firms provide products used by Member/Associate Member firms The key word here is firms ACEC/PA is a collection of firms not individuals. 2. We are governed by the ACEC/PA Bylaws and Robert s Rules of Order 3. We are organized across the Commonwealth into three chapters Eastern, Central, and Western. 4. We are governed by a Board of Directors the Board is charged with conducting the business of the Association in the best interests of the membership. 06/24/2015 4

5 5. The Board consists of: President President-Elect Vice President Treasurer Comprises the Executive Committee Secretary National Director Immediate Past President Chapter President/Vice President one from each Chapter At-Large Directors two from each Chapter Government Affairs Chair (Ex-Officio) Executive Vice President (Ex-Officio) 6. The Executive Committee also serves as the Political Action Committee (PAC) on behalf of the membership. 7. The Executive Committee may act in the place and stead of the Board of Directors. 8. The Executive Vice President is charged with managing the activities of ACEC/PA subject to policies and procedures approved by the Board of Directors and at the direction of the President. 06/24/2015 5

6 ACEC/PA Bylaws 06/24/2015 6

7 BYLAWS ARTICLE I NAME Section 1. The name of ACEC/PA shall be the AMERICAN COUNCIL OF ENGINEERING COMPANIES OF PENNSYLVANIA, a non-profit corporation incorporated in the Commonwealth of Pennsylvania, hereinafter referred to as ACEC/PA. ARTICLE II PURPOSE Section 1. The purposes of this Association shall be: (excerpted from the Articles of Incorporation) (a) to promote the public welfare and enhance the reputation of the Consulting Engineer by encouraging the maintenance of the highest standards of professional ethics and practice; (b) to encourage the intellectual and scientific advancement and development of the members in order to enhance their professional and economic welfare; (c) to foster harmony, cooperation, and mutual understanding throughout the engineering and allied professions; and (d) to act on behalf of the members in connection with proposals of government or other bodies concerning them. Section 2. ACEC/PA shall be a member organization of the American Council of Engineering Companies, hereinafter referred to as "ACEC". ARTICLE III MEMBERSHIP Section 1. Qualifications: The membership of ACEC/PA shall consist of Member Firms, Associate Member Firms, Affiliate Member Firms, and Supplier Member Firms meeting the requirements below and shall be represented by Resident Principals (proprietors, partners, officers, or managers). Each Member Firm, Associate Member Firm, Affiliate Member Firm, and Supplier Member Firm shall maintain compliance with the membership requirements of the bylaws of the Association. Section 2. Member Firm: A Member Firm shall: (a) be limited to those individual firms, parent firms, branch offices, divisions or subsidiaries whose Resident Principals furnish independent engineering or land surveying services and maintain an office in the Commonwealth of Pennsylvania; (b) maintain and have an established office for the private practice of engineering or land surveying as a sole proprietorship, partnership or corporation, provided the engineering activities are controlled by individuals or officers who are licensed professional engineers or the land surveying activities are controlled by individuals or officers who are licensed land surveyors under the laws of the Commonwealth of Pennsylvania; (c) practice under an organizational arrangement that does not subordinate independent professional judgment to or represent a conflict of interest with the purpose of ACEC/PA. (d) have high professional repute and ethical standards; and (e) authorize its Resident Principals to act on its behalf in activities of ACEC/PA. 06/24/2015 7

8 Section 3. Associate Member Firm: An Associate Member Firm shall: (a) be an independent firm engaged in private practice to provide professional services of a scientific and technical nature that are complementary to the services provided by Member Firms; (b) not be eligible for membership in ACEC/PA as a Member Firm as described in Section 2, above; (c) not supply goods or services that are specified by consulting engineers; (d) maintain and have an established office for their private practice as a sole proprietorship, partnership or corporation in the Commonwealth of Pennsylvania; (e) have high professional repute and ethical standards; (f) authorize its Resident Principals to act on its behalf in activities of ACEC/PA; and (g) not be eligible to vote on ACEC/PA business, serve on the Board of Directors, or hold office in ACEC/PA, but may be a chairperson or member of a committee. Section 4. Affiliate Member Firm: An Affiliate Member Firm shall: (a) be limited to those sole proprietors, firms, parent firms, branch offices, divisions, subsidiaries, and/or organizations that support the goals of ACEC/PA and provide; professional services used in the internal operation (but not specified by) Member Firms or Associate Member Firms; (b) not be eligible for membership in ACEC/PA as a Member Firm described in Section 2, above; (c) authorize its Resident Principals to act on its behalf in activities of ACEC/PA; and (d) not be eligible to vote on ACEC/PA business, serve on the Board of Directors, hold office in ACEC/PA, or serve as a chairperson of a committee, but may be a member of a committee. Section 5. Supplier Member Firms: A Supplier Member Firm shall: (a) be limited to those sole proprietors, firms, parent firms, branch offices, divisions, subsidiaries, and/or organizations that support the goals of ACEC/PA and provide products used in the internal operation of (but not specified by) Member Firms or Associate Member Firms. (b) not be eligible for membership in ACEC/PA as a Member Firm described in Section 2, above; (c) authorize its Resident Principals to act on its behalf in activities of ACEC/PA; and (d) not be eligible to vote on ACEC/PA business, serve on the Board of Directors, hold office in ACEC/PA, or serve as a chairperson of a committee, but may be a member of a committee. Section 6. Retired Status: Retired Status may be conferred on an individual meeting the following requirements: (a) The individual shall be retired from the practice of engineering and shall have held membership in this Association as a Resident Principal immediately prior to retirement. The individual may become reemployed in a capacity other than the practice of engineering, but not for a non-member firm that is eligible for membership in ACEC/PA. (b) The individual shall make a request for Retired Status to the Executive Vice President in writing. (c) Retired Status shall be conferred by a vote of the Board of Directors and such status shall remain in effect until the Board may vote otherwise. (d) An individual in Retired Status shall not hold office or have a vote, but may be a member or chairperson of a committee. (e) An individual in Retired Status shall receive all Association mailings and shall be eligible to participate in all Association and Chapter functions. Section 7. Resident Principal: A Resident Principal is an individual designated by a Member Firm, Associate Member Firm, Affiliate Member Firm or Supplier Member Firm who is a sole proprietor, partner, officer or manager: (a) having an ownership interest, or (b) exercising management responsibilities for technical or business decisions. 06/24/2015 8

9 Section 8. ACEC Membership: Member Firms are automatically members of ACEC and Associate Member Firms, Affiliate Member Firms, or Supplier Member Firms may become members of ACEC if the firm so desires, provided that all rights or obligations of such derivative members with respect to ACEC shall be exercised only through ACEC/PA as provided by the Bylaws of ACEC. Section 9. Resignation: Any Member Firm, Associate Member Firm, Affiliate Member Firm or Supplier Member Firm may terminate its membership in ACEC/PA by giving thirty (30) days written notice to the Executive Vice President. Such termination shall not relieve a Member Firm, Associate Member Firm, Affiliate Member Firm and Supplier Member Firm of obligations to ACEC/PA and its Chapters or ACEC existing at the date of termination. Section 10: Removal: A Member Firm, Associate Member Firm, Affiliate Member Firm or Supplier Member Firm may be expelled from membership in ACEC/PA on the grounds that its conduct or policy is detrimental to the honor or stated purpose of ACEC/PA and its objectives, or because such Member Firm, Associate Member Firm, Affiliate Member Firm or Supplier Member Firm has ceased to meet the requirements for membership. Removal on these grounds shall be by two-thirds vote of the Board of Directors, less the vote of any Director who is a Resident Principal representing the Member Firm whose removal is under consideration, and only after the Member Firm, Associate Member Firm, Affiliate Member Firm or Supplier Member Firm has had the opportunity to be heard by the Board of Directors. The action of the Board shall be final, and no appeal from such action may be taken to any court of record, or other hearing body, including the membership of ACEC/PA and ACEC or the Board of Directors against the ACEC/PA, its Member Firms, Associate Member Firms, Affiliate Member Firms or Supplier Member Firms, Directors, Officers and Employees for damages or otherwise, arising out of any hearing or removal proceeding under this paragraph. ARTICLE IV - CHAPTERS Section 1. Chapters: The Board of Directors shall approve the organization of Chapters of ACEC/PA as may from time to time appear desirable. The Chapters shall organize and conduct local activities consistent with the objectives of ACEC/PA within the geographic limits specified in such approval. Section 2. Chapter Membership: The Member Firms, Associate Member Firms, Affiliate Member Firms, and Supplier Member Firms of ACEC/PA and individuals in Retired Status may select the Chapter or Chapters in which membership is desired. Each Member Firm, Associate Member Firm, Affiliate Member Firm, or Supplier Member Firm, may assign its total number of Principal Members to a Chapter, or, in the event of multiple Chapter membership, among such Chapters. Any Member Firm, Associate Member Firm, Affiliate Member Firm, or Supplier Member Firm may change its Chapter membership in whole or in part upon written notice to the Executive Vice President. Section 3. Eligibility and Appointment of Chapter Office: Only Resident Principals of Member Firms shall qualify for Office, and no person shall simultaneously hold office in ACEC/PA and in any Chapter. Each Chapter President and Vice President shall be appointed by the ACEC/PA President subject to the approval of the ACEC/PA Board of Directors. Each Chapter President may appoint a Secretary to serve the Chapter. All Chapter Officers shall serve a term of 1 year until the time of the next Annual Meeting. ARTICLE V - DUES AND ASSESSMENTS Section 1. Establishment of Dues: Dues for Member Firms shall be the total annual State Dues to meet the budget as established by the Board of Directors. Dues for Associate Member Firms, Affiliate Member Firms and Supplier Member Firms shall be flat fees as established by the Board of Directors. National Dues for membership in ACEC shall be established by the ACEC Board of Directors for Member Firms and Associate Member Firms, Affiliate Member Firms, and Supplier Member Firms, if members of ACEC. Individuals in Retired Status shall not pay State Dues, but shall pay all costs associated with participation in Association and Chapter activities. Section 2. Each Member Firm shall report its average number of full time employees (employees with more than 1000 hours of employment for the total firm and for the portion of the firm located in Pennsylvania) to ACEC/PA each year. 06/24/2015 9

10 Section 3. Assessments: A Special Assessment is defined as an assessment upon the Member Firms, Associate Member Firms, Affiliate Member Firms or Supplier Member Firms for use by ACEC/PA, hereinafter referred to as "State Assessment", and/or an assessment for use by ACEC, hereinafter referred to as "National Assessment". State Assessments shall be approved by a two-thirds vote of the Board of Directors. National Assessments shall be levied upon the Member Firms, Associate Member Firms, Affiliate Member Firms, or Supplier Member Firms when a notice, giving full details with the amount assessed and date payment is due, is received from ACEC. Section 4. Payments of Dues and Assessments: Each Member Firm, Associate Member Firm, Affiliate Member Firm, or Supplier Member Firm shall pay applicable State and National Dues and Assessments to ACEC/PA, except a Member Firm, Associate Member Firm, Affiliate Member Firm, or Supplier Member Firm that is a member of an ACEC Member Organization in another state may pay National Dues and Assessments directly to ACEC. Section 5. Delinquency and Suspension: The membership of any Member Firm, Associate Member Firms, Affiliate Member Firm, or Supplier Member Firm which fails to pay applicable State, National or Chapter Dues or Assessments within ninety (90) days following the due date shall, upon the expiration of such ninety (90) day period, be automatically suspended until all amounts owing have been paid to ACEC/PA. ARTICLE VI VOTING Section 1. Voting: Voting privileges shall be extended to Member Firms only. Each Member Firm shall have the number of votes as determined by the following schedule: Firm Index Number Number of Votes 1 & 2 1 3, 4, 5 2 6, 7, 8 3 9, 10, , 13, & or over 7 The total vote of a Member Firm may be cast by any Resident Principal at the Annual Election or other Membership votes, as required, by mail or electronic ballot. Section 2. Quorum: A Quorum shall consist of not less than twenty-five percent (25%) of the voting power as determined by the total of all authorized votes. A Quorum shall be required for all votes taken at Association meetings or by mail or electronic ballot. This quorum requirement does not apply to a vote for an Amendment to the Articles of Incorporation or these Bylaws. A two-thirds (2/3) majority vote of the entire voting power is required for adoption of Amendments to the Articles of Incorporation or these Bylaws. Section 3. Annual Election of Officers and Directors: At a Board Meeting or gathering preceding the Annual Meeting, the Immediate Past President shall present to the Board of Directors nominations for the incoming slate of Officers and At-Large Directors. The Board shall accept these nominations by a simple majority vote in accordance with Article VIII, Section 5. Upon Board acceptance, the slate of Officers and At-Large Directors shall be presented to the Voting Membership for election via mail or electronic ballot in accordance with Article X, Section 8. Acceptance and ratification of election results shall be granted when a Quorum is obtained in accordance with Section 2 of this Article. ARTICLE VII ANNUAL AND SPECIAL MEETINGS Section 1. Annual Meeting: The Annual Meeting of the membership of ACEC/PA for the installation of Officers shall be held on such date and at such place as may be determined by the Board of Directors. 06/24/

11 Section 2. Special Meetings: Special Meetings may be called by the President with the approval of a majority of the members of the Board of Directors to be held on such dates and at such places as may be determined by the Board of Directors. Section 3. Notice of Annual & Special Meetings: All Member Firms, Associate Member Firms, Affiliate Member Firms, and Supplier Member Firms, and individuals in Retired Status shall be notified in writing or by by the Secretary or the Secretary s designee two (2) weeks prior to each Meeting. Such notice shall contain the place, day and hour of the meeting and, insofar as possible, the business to be transacted. Section 4. Quorum: a simple majority of the Board of Directors then in office shall constitute a quorum for transacting business at the Annual and Special Meetings of ACEC/PA. ARTICLE VIII - BOARD OF DIRECTORS Section 1. Authority of the Board of Directors: The business of ACEC/PA shall be conducted by the Board of Directors in the best interests of the Membership. Section 2. Members of the Board of Directors: The Board of Directors shall consist of the President, the President- Elect, the Vice President, the Treasurer, the Secretary, the Director to ACEC, the Immediate Past President and the President and Vice President of each of the Chapters and six (6) Directors elected at-large. The President, President- Elect and Secretary of ACEC/PA shall be the Chairperson, Vice Chairperson and Secretary, respectively, of the Board of Directors. No more than one Resident Principal from any Member Firm shall serve on the Board of Directors (including Ex-Officio members of the Board) at any time except as follows: Under special circumstances, a second resident Principal from any member firm may be allowed to serve, if approved by vote of the Board of Directors. The Executive Vice President and Chair of the Government Affairs committee shall serve on the Board of Directors Ex-Officio (without voting rights). Section 3. Meetings of the Board of Directors: All meetings of the Board of Directors shall be at the call of the Chairperson. A special meeting of the Board of Directors may be called upon written request of any two (2) of its members, but they must present written confirmation that a quorum will attend. Meetings are defined as: (a) The physical assembly of the Board members at a predetermined and publicized time and location. (b) The virtual assembly of the Board members at a predetermined and publicized time via a conference call optionally supplemented by a shared video link using the common audio and video technology of the time. (c) The virtual assembly of the Board Members via for pressing/emergent issues in those circumstances where real and virtual assembly as noted above is infeasible. Section 4. Quorum of the Board of Directors: The presence of a majority of the Directors then in office shall constitute a quorum for the transaction of all business, and the acts of a majority of the Directors present at a meeting, at which a quorum is present, shall be the acts of the Board of Directors. Section 5. Voting of the Board of Directors: Each Director shall have one (1) vote. The presiding officer shall cast a vote only when it is required to determine the outcome of a tie vote. Voting may only take place during Board meetings where a quorum is present. Upon approval of the members present, the Board may accept proxy votes from all eligible voting members not in attendance. General proxy voting rights may be assigned only by an eligible member not in attendance to an eligible member in attendance. This proxy will convey the right to cast a vote for the absent member in addition to the attending member s vote on all issues brought before the Board during that meeting. The absent member must provide a signed statement of proxy to the attending member for presentation at the meeting (printed fax or scanned attachments are acceptable). Following the Call to Order, the attending member shall announce their holding of a proxy for an absent member and ask the Board to accept proxy votes. The presiding officer will call for a discussion and vote on acceptance of proxy votes for issues to be decided at that meeting. If proxy votes are accepted, the attending member shall provide the proxy statement to the Secretary for inclusion in the minutes. 06/24/

12 Proxy votes may also be submitted by an absent eligible member for voting on a single issue. Such proxy votes are to be submitted to the presiding officer in writing and signed by the voter prior to the meeting (printed fax or scanned attachments are acceptable). Upon opening an issue for discussion, the presiding officer will inform the Board that proxy votes are available on the issue and ask for a motion to accept the votes. Only after the members in attendance vote to accept the proxy votes and a vote on the issue is called will the presiding officer reveal how the proxy votes are cast and provide the proxies to the Secretary for verification and filing with the minutes. Section 6. Voting Via Issues tabled during a Meeting of the Board of Directors for the purpose of gathering additional information may be picked up from the table between meetings following the distribution of the additional information to all Board Members. Only the Chairperson may pick the issue up from the table based on the information distributed and call for a vote by from all Board members. Members will be given 24 hours to respond to the Chairperson with their vote. Failure to respond within 24 hours will count as an abstention. For an vote, all members are considered present therefore a clear majority (10 votes) are required to pass or defeat an issue. Failure to achieve a clear majority vote will result in the issue returning to the table until the next meeting. The Chairperson will notify all members of the result of the vote: pass, defeat, or returned to the table. Section 7. Installation of Directors: At-Large Directors, Chapter Presidents and Chapter Vice Presidents shall be recognized and take office as Directors during the Annual Meeting, immediately following the installation of the Officers of ACEC/PA, and shall continue to serve as Directors until the next Annual Meeting. If a Chapter Officer has not been appointed at the time of the Annual Meeting, its previous year representatives on the Board of Directors shall continue as such until their successors are appointed and approved. A Director appointed to fill a vacancy shall take office immediately. Section 8. Vacancies of the Board of Directors: An At-Large Director, the Chapter President and the Chapter Vice President positions shall be declared vacant when the individual involved no longer represents a Member Firm or is for any reason incapable of fulfilling assigned responsibilities. In addition, the Board of Directors may, if it so chooses, declare a position vacant after the individual filling that position misses three successive meetings of the Board of Directors. A vacancy in an At-Large Director, a Chapter President and a Chapter Vice President shall be filled, for the remainder of the term, by appointment of the President, subject to approval of the Board of Directors. Vacancies of an ACEC/PA Officer or the ACEC Director may be referenced under Article X, Section 9. ARTICLE IX - EXECUTIVE COMMITTEE Section 1. Executive Committee: The Executive Committee may act in place and stead of the Board of Directors between Board Meetings on all matters, except those specifically reserved to the Board of Directors by these Bylaws. Actions of the Executive Committee shall be reported to the Board of Directors for ratification at the next Board meeting. Section 2. Members of the Executive Committee: The Executive Committee shall consist of the President, the President-Elect, the Vice President, the Treasurer, the Secretary, the Immediate Past President, and the Director to ACEC. The Executive Vice President and Chair of the Government Affairs committee shall serve on the Executive Committee Ex-Officio (without voting rights). The President shall be Chairperson of the Executive Committee. Section 3. Meetings of the Executive Committee: All meetings of the Executive Committee shall be at the call of the Chairperson. Meetings are defined as: (a) The physical assembly of the committee members at a predetermined and publicized time and location. (b) The virtual assembly of the committee members at a predetermined and publicized time via a conference call optionally supplemented by a shared video link using the common audio and video technology of the time. (c) The virtual assembly of the Executive Committee via for pressing/emergent issues in those circumstances where real and virtual assembly as noted above is infeasible. 06/24/

13 Section 4. Quorum of the Executive Committee: The presence of a majority of the Executive Committee shall constitute a quorum for the transaction of all business. Section 5. Voting of the Executive Committee: Each committee member shall have one (1) vote. The presiding officer shall cast a vote only when it is required to determine the outcome of a tie vote. Voting may only take place during Committee meetings where a quorum is present. Upon approval of the members present, the Committee may accept proxy votes from all eligible voting members not in attendance. General proxy voting rights may be assigned only by an eligible member not in attendance to an eligible member in attendance. This proxy will convey the right to cast a vote for the absent member in addition to the attending member s vote on all issues brought before the Committee during that meeting. The absent member must provide a signed statement of proxy to the attending member for presentation at the meeting (printed fax or scanned attachments are acceptable). Following the Call to Order, the attending member shall announce their holding of a proxy for an absent member and ask the Committee to accept proxy votes. The presiding officer will call for a discussion and vote on acceptance of proxy votes for issues to be decided at that meeting. If proxy votes are accepted, the attending member shall provide the proxy statement to the Secretary for inclusion in the minutes. Proxy votes may also be submitted by an absent eligible member for voting on a single issue. Such proxy votes are to be submitted to the presiding officer in writing and signed by the voter prior to the meeting (printed fax or scanned attachments are acceptable). Upon opening an issue for discussion the presiding officer will inform the Committee that proxy votes are available on the issue and ask for a motion to accept the votes. Only after the members in attendance vote to accept the proxy votes and a vote on the issue is called will the presiding officer reveal how the proxy votes are cast and provide the proxies to the Secretary for verification and filing with the minutes. Section 6. Voting Via Issues tabled during a Meeting of the Executive Committee for the purpose of gathering additional information may be picked up from the table between meetings following the distribution of the additional information to all Committee Members. Only the Chairperson may pick the issue up from the table based on the information distributed and call for a vote by from all Committee members. Members will be given 24 hours to respond to the Chairperson with their vote. Failure to respond within 24 hours will count as an abstention. For an vote, all members are considered present therefore a clear majority (4 votes) are required to pass or defeat an issue. Failure to achieve a clear majority vote will result in the issue returning to the table until the next meeting. The chairperson will notify all members of the result of the vote: pass, defeat, or returned to the table. ARTICLE X - OFFICERS AND ACEC DIRECTOR Section 1. Officers: The Officers of ACEC/PA shall consist of a President, a President-Elect, a Vice President, the Immediate Past President, the Director to ACEC, a Treasurer, and a Secretary. Only Resident Principals of Member Firms shall qualify as Officers. Section 2. The President: The President shall be the Chief Executive Officer of ACEC/PA, and shall have the responsibility of general management of its affairs. The President shall preside over all meetings of the Board of Directors. The President shall be an ex-officio member of all committees except the Nominating Committee, but shall not be counted in determining the presence of a quorum for the transaction of any business by any Committee. The President shall be ACEC/PA's alternate Director to ACEC. Section 3. The President-Elect: The President-Elect shall have been an Officer of ACEC/PA. The President-Elect shall prepare and plan for his or her year as President and may be assigned duties by the President. The President- Elect shall assume the office of President at the conclusion of the term as President-Elect. The President-Elect, in the absence of the President, shall assume the duties of the President. Section 4. The Vice President: The Vice President may be assigned duties by the President. The Vice President, in the absence of the President and President-Elect shall assume the duties of the President. 06/24/

14 Section 5. The Treasurer: The Treasurer or the Treasurer s designee shall direct the receipt and disbursement of all funds of ACEC/PA and see that all such funds are kept on deposit as designated by the Board of Directors. Should disbursements be performed by the Treasurer s designee, detail of those disbursements shall be regularly reviewed by the Treasurer. The Treasurer shall keep an accurate account of all funds, expenditures and receipts and shall report cases of failure to pay Dues or Special Assessments to the President. Certain duties of the Treasurer may be performed by the Executive Vice President under the direction of the Treasurer when approved by the Board of Directors. Section 6. The Secretary: The Secretary shall be responsible for the normal duties of an elected Secretary, except those specifically assigned to the Executive Vice President. Certain duties of the Secretary may be performed by the Executive Vice President under the direction of the Secretary when approved by the Board of Directors. Section 7. The Director to ACEC: The Director to ACEC shall report on all matters discussed and actions taken at meetings of the Board of Directors of ACEC, including his or her own expressed views and votes thereon. The Board of Directors shall instruct the Director to ACEC with respect to the official position to be taken and expressed at meetings of the Board of Directors of ACEC on motions, proposals or discussions on the agenda at such meetings. Section 8. Elections: The Officers, the Director to ACEC and the six (6) At-large Members of the Board of Directors shall be elected by mail or electronic ballot by Member Firms, in accordance with the voting procedures outlined in Article VI, and shall be installed at the Annual Meeting of the membership. The Officers shall serve for a term of one year or until their successors have been elected and qualified. The Director to ACEC shall be elected for a twoyear term and may serve additional one year terms upon re-election. The six At-large Members of the Board of Directors shall serve for a term of two years, alternating with three elected each year, or until their successors are elected and qualified. An Officer or At-large Member of the Board of Directors may succeed himself or herself. If there are more than one candidate for any office, or more than three candidates for At-large Member of the Board of Directors, the candidate for office, or three candidates for At-large Member of the Board of Directors, receiving the greatest number of votes shall be elected. Section 9. Vacancies: An Officership shall be declared vacant when the individual involved no longer represents a Member Firm or is for any reason incapable of fulfilling assigned responsibilities. In addition, the Board of Directors may, if it so chooses, declare a position vacant after the individual filling that position misses three successive meetings of the Board of Directors. A vacancy in the office of the President-Elect, the Vice President, the Secretary, the Treasurer, or the Director to ACEC, shall be filled, for the remainder of the term, by appointment of the President, subject to approval of the Board of Directors. A vacancy in the office of President shall be filled by the majority vote of the Directors then in office. Section 10. Compensation: Directors, Officers, Committee Members and Director to ACEC shall serve without compensation, except that certain expenses may be reimbursed within budgetary limits, as approved by the Board of Directors. ARTICLE XI - COMMITTEES Section 1. Budget Committee: The Treasurer shall be Chairperson of this Committee which shall prepare annual estimates of income and expenditures for approval by the Board of Directors and the membership. The President- Elect and incoming Treasurer shall be members of this Committee. Section 2. Bylaws Committee: The President-Elect shall serve as Chairperson of this Committee and shall make a continuing study of the need for revisions of the Articles of Incorporation and the Bylaws on his or her own initiative or on a majority vote at any meeting of ACEC/PA, and prepare amendments in proper form for consideration by the Board of Directors. Section 3. Government Affairs Committee: This Committee shall obtain information and alert the President of the effects of legislation on the private practice of engineering. This Committee shall, for submission to the Board of Directors, make recommendations for action in initiating needed legislative amendments and draft proposed policy statements and resolutions pertaining to legislative action. 06/24/

15 Section 4. Membership Committee: The Vice President shall be the Chairperson and the Secretary shall be Vice Chairperson of this Committee and will endeavor to retain and increase the membership of ACEC/PA. The three At-Large Directors in their second year of service and the Vice President of each Chapter shall be a member of this Committee. Section 5. Nominating Committee: The Nominating Committee shall be designated by the President. This Committee shall nominate no less than one candidate for each office to be voted in the Annual Election. Not less than one Resident Principal of each Chapter shall serve on this Committee. Section 6. Tellers Committee: The Tellers Committee shall be designated by the President. This Committee shall certify the election of Officers and the Director to ACEC, and the decision of the Membership on other matters voted on by mail balloting procedures. Section 7. Planning Cabinet: This Committee shall recommend broad, clearly-defined long-range and short-range goals and objectives toward which the activities of ACEC/PA may be directed, and shall serve as advisor to the President and Board of Directors. Members of the Cabinet shall include the President-Elect and the three most recent Past Presidents. Section 8. Political Action Committee (PAC): This Committee shall be comprised of the members of the Executive Committee, with the Executive Vice President and Chair of Government Affairs serving Ex-Officio (without voting rights). The Committee shall be responsible for raising PAC monies (state and federal) from the membership and related interests; as well as distribution of those funds in the best interests of the membership. In order to promote transparency; the Executive Vice President will communicate the activities of the PAC to the membership on a monthly basis. Section 9. Creation and Dissolution of Committees: The President shall monitor actions of the committees of ACEC/PA and shall recommend to the Board of Directors the creation, dissolution and consolidation of committees and appoint all Committee Chairpersons not otherwise identified in these By-Laws. ARTICLE XII - SERVICES AND EMPLOYEES Section 1. Appointment: The Board of Directors shall within budgetary limits be responsible for the securing of professional, technical and non-technical services and shall employ a salaried Executive Vice President. The terms and conditions of employment shall be specified by the Board of Directors. Section 2. Authority and Responsibility: The Executive Vice President shall manage all activities of ACEC/PA subject to policies and procedures approved by the Board of Directors and at the direction of the President. The Executive Vice President shall employ, manage and terminate the employment of members of the staff necessary to carry on the work of ACEC/PA within the approved budget. The Executive Vice President shall assist in, support and supplement the activities of the Officers, Directors and Committees, and perform other day-to-day tasks normal to the position, not in conflict with the Bylaws. The Executive Vice President shall serve without vote as an exofficio member of the Executive Committee and Board of Directors. Section 3. Annual Review: The Past President, President and President-Elect shall annually review the duties, performance and compensation of the Executive Vice President and secured services and take action as necessary in the best interests of the membership. ARTICLE XIII - FINANCE Section 1. Fiscal Period: The fiscal period of ACEC/PA shall be prescribed by the Budget Committee with approval of the Board of Directors. Section 2. Bonding: Trust or surety bonds shall be furnished for the Treasurer and such other officers or employees of ACEC/PA as the Board of Directors shall direct. The amount of such bonds shall be determined by the Board of Directors and the cost paid by ACEC/PA. 06/24/

16 Section 3. Accounting Review: The accounts of ACEC/PA shall undergo an accounting review not less than annually by a Certified Public Accountant who shall be recommended by the Executive Vice President with the approval of the Board of Directors and who shall provide a report to the Board of Directors. ARTICLE XIV - RULES OF ORDER Section 1. The rules contained in the current edition of Robert's Rules of Order shall govern the conduct of meetings of ACEC/PA, Board of Directors, and Executive Committee in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules ACEC/PA may adopt. ARTICLE XV INDEMNIFICATION Section 1. ACEC/PA may, by resolution of the Board of Directors, provide for indemnification by ACEC/PA of any and all of its current or former Officers, Directors, staff or committee members against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been an Officer, Director, staff or committee member, except in relation to matters as to which such individuals shall be adjudged in such action, suit or proceeding to be liable for negligence of misconduct in the performance of duty and to matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. Section 2. The rights of indemnification contained in this Article shall be in addition to any rights to which a person may otherwise be entitled by contract or by law. ARTICLE XVI - AMENDMENTS Section 1. Amendments to the Articles of Incorporation or the Bylaws may be proposed to the Board of Directors by a majority vote of all Member Firms present at any meeting of ACEC/PA or directly to the Board of Directors by the Bylaws Committee. Amendments submitted to the Board of Directors shall be duly and carefully considered by them and, upon an affirmative vote of a majority of the Directors, shall be submitted to Member Firms for mail or electronic balloting in accordance with the voting procedures described in Article VI of the Bylaws. Proposed amendments shall be mailed or ed by the Secretary or the Secretary s designee, to Member Firms at least thirty (30) days before the date ballots are due. All amendments shall require a two-thirds (2/3) majority of the votes cast for adoption. Adopted December 1, 1984 (Amended April 15, 1987, April 5, 1990, March 12, 1992, February 28, 1994, March 18, 1995, June 22, 2000, July 25, 2001, October 18, 2004, April 20, 2005, March 28, 2007, April 14, 2010, April 27, 2011, August 23, 2012, December 31, 2013) 06/24/

17 ACEC/PA Organization Chart 06/24/

18 06/24/

19 ACEC/PA Nominations 06/24/

20 ACEC/PA Nominations Pursuant to the Bylaws; the Nominating Committee convenes annually (usually December each year) to nominate at least one candidate for each office to be voted upon in the Annual Election. Extraordinary events notwithstanding, these Offices are: At-Large Directors (one from each Chapter) Secretary By agreement and long standing custom; the office of Secretary rotates sequentially amongst the three Chapters. Additionally, the terms of At-Large Directors are offset by one year within a Chapter (one Director serving a two year term in even years and one Director serving a two year term in odd years). Chapter Presidents and Vice Presidents are annual appointments made by the President. The nominations of incoming Directors and Officers are ratified by the Board and presented to the membership for a vote at the Annual Election. The nominations of Chapter Officers are ratified by the Board alone. ACEC/PA will actively solicit positions for nomination and appointment to ensure sufficient leadership opportunities are created for the entire membership. Committee Chairs are annual appointments made by the President. By agreement and custom, the nominating Committee consists of the Past-President (Chair), President and President-Elect. In order to ensure sufficient opportunities exist for new volunteers, the Nominating Committee looks to its Committee volunteers as the grooming grounds for Chapter Officers in turn becoming At-Large Directors and eventually candidates for Officership. Term limits have been established for most positions within the Association in order to ensure opportunities exist for new volunteers to acquire leadership experience. 06/24/

21 Term Limits: Government Affairs Chair 2 years Transportation Chair 2 years Chapter President/Vice President 2 years At-Large Director 2 consecutive terms All Committee Chairs - 2 years 06/24/

22 ACEC/PA Political Action Committee (PAC) 06/24/

23 ACEC/PA Political Action Committee (PAC) ACEC/PA actively participates in two distinct PACs in the interests of the membership. Pursuant to campaign law, there is one PAC at the state level and one at the federal level. State PAC PaCE PAC (this is the legal name of the state PAC) The Chair of the State PAC is the President-Elect and the PAC is managed by the Executive Committee members who vote on political expenditures throughout the course of a given year. The Government Affairs Chair (GAC) and Executive Vice President (EVP) sit on the PAC Ex-Officio (non-voting, advisory status). Federal PAC ACEC PAC (this is the legal name of the national PAC) The Chair of the Federal PAC is the National Director to ACEC and is managed by the Executive Committee members who vote on political expenditures throughout the course of a given year. The Government Affairs Chair (GAC) and Executive Vice President (EVP) sit on the PAC Ex-Officio (non-voting, advisory status). 06/24/

24 ACEC/PA Board Roles and Responsibilities 06/24/

25 ACEC/PA Board Roles and Responsibilities The Board of the American Council of Engineering Companies of Pennsylvania (ACEC/PA) is the governing authority of the Association and is responsible for setting the overall direction of the Association. The board is not tasked with the day-to-day operations of the Association but does have the responsibility to ensure that the resources are in place to properly run the association. The board s role is strategic rather than operational. As a board member you have certain duties, which are defined as: 1. Duty of Care This duty is very broad, requiring officers and directors to exercise ordinary and reasonable care in the performance of their duties, exhibiting honesty and good faith. Officers and directors must act in a manner which they believe to be in the best interest of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The business judgment rule protects officers and directors from personal liability for actions made in poor judgment as long as there is a reasonable basis to indicate that the action was undertaken with due care and in good faith. 2. Duty of Loyalty This is a duty of faithfulness to the Association. This means that officers and directors must give undivided allegiance to the Association when making decisions affecting the Association. In other words, officers and directors cannot put personal interests above the interests of the Association. Personal interests may include outside business, professional or financial interests, interests arising from involvement in other organizations, and the interest of family members, among others. Officers and directors should be careful to disclose even potential conflicts of interest to the Board of Directors, and should recuse themselves from deliberation and voting on matters in which they have personal interests. For pervasive and continuing conflicts such as a director of the association concurrently serving on the board of a competing association resignation from the individual s association leadership post or from the outside conflicting responsibility may be required. Officers and directors can have business dealings with the Association, but such transactions must be subject to considerable scrutiny. In such event, officers and directors must fully disclose any personal interest to the board of directors, and the terms of any transaction must be fair to the Association. In addition, state nonprofit corporation statutes frequently provide specific procedures for dealing with transactions in which officers or directors have conflicts of interest. 06/24/

26 3. Duty of Obedience This duty requires officers and directors to act in accordance with the organization s articles of incorporation, bylaws and other governing documents, as well as all applicable laws and regulations. 4. PAC Involvement The following outlines the recommended minimum expectations of each member of the Board of Directors with regard to the PAC at both the state and federal levels. Individual $500.00/year ACEC PAC Contributions $250.00/year PaCE PAC Additionally, each Board member is expected to solicit contributions from member firms/members to the ACEC PAC totally $2,000/year and the PaCE PAC as needed. PAC activities, both state and national, are evaluated periodically and at each Board meeting. 06/24/

27 ACEC/PA Committees 06/24/

28 ACEC/PA Committees Business Practices Monitors administration, insurance, fiscal management and personnel management best practices for consulting engineering firms throughout Pennsylvania. Chief Financial Officer s (CFO) Roundtable Monitors financial management and financial practices of consulting engineers. Environmental Monitors environmental issues and provides liaison with PA Departments of Environmental Protection and Conservation and Natural Resources. Engineering Careers & Workforce Development Coordinates programs to encourage engineering as a career and enhance development of the engineering workforce. Facilities Monitors building and facility issues and provides liaison with the Pennsylvania Department of General Services. Government Affairs Monitors current legislative and regulatory initiatives affecting the business of engineering firms. Communicates positions and actions to the membership of ACEC/PA. Assists in guiding the government liaison and lobbying efforts of the Association. Helps to build strong relationships with state and local governmental agencies, which are critical to the success of member firms. Membership Develops membership promotion and retention programs. Municipal Services Conducts programs to communicate with local Pennsylvania city, county and municipal governments and authorities. 06/24/

29 Public Relations Develops external and internal communications and public relations programs that benefit the consulting engineering community. Technology Committee Our goal is to have open dialogue with PennDOT and the Pennsylvania Turnpike Commission to educate consultants about IT changes, provide feedback to the departments, and make suggestions for improvement. For example some issues already on the table include 3D modeling and document management systems. Transportation Committee Monitors transportation issues and provides liaison with the Pennsylvania Department of Transportation and other state and local transportation agencies. Transportation Sub-Committees ACEC/PennDOT Task Force Conducts quarterly meetings with leadership of the Pennsylvania Department of Transportation. Develops and maintains an open communication between the consulting community and PennDOT. Issues presented which cannot be resolved at subcommittee level will be brought to this group. New programs or changes that effect consultants are discussed prior to implementation. Aviation Meets regularly to assist PHL with improving the passenger experience while growing the airport, the ACEC Aviation Sub-Committee will facilitate a collaborative working relationship between PHL and ACEC/PA members. Construction Services Meets regularly with counterparts at PennDOT to discuss and resolve construction inspection issues. Contract Administration Meets regularly with PennDOT counterparts to discuss and resolve various contract issues. Disadvantaged Business Enterprise (DBE) An opportunity to address issues facing Minority/Disadvantaged Business Enterprise firms. Design-Build Works with Business Partners to address design-build issues. Delaware River Port Authority (DRPA) Meets regularly with our counterparts at the Delaware River Port Authority and ACEC/NJ to address various issues. 06/24/