CONSTITUTION OF SAINT LOUIS SECTION AMERICAN SOCIETY OF CIVIL ENGINEERS
(Effective July 31, 2012)
Article 1 ‐ General
1.1 Name. The name of this organization shall be the Saint Louis Section of the American Society of Civil Engineers (hereinafter referred to as the “Section”).
1.2 Objective. The objective of the Saint Louis Section shall be the advancement of the science and the profession of engineering in a manner consistent with the purpose of the American Society of Civil Engineers (hereinafter referred to as the “Society”).
Article 2 – Area and Membership
2.1 Area. The area of the Section shall be In ILLINOIS, Counties of Madison, St. Clair, Monroe, Randolph, Jackson and Union; and In MISSOURI, Counties of Adair, Audrain, Bollinger, Boone, Butler, Callaway, Camden, Cape Girardeau, Carter, Clark, Cole, Crawford, Dent, Dunklin, Franklin, Gasconade, Iron, Jefferson, Knox, Laclede, Lewis, Lincoln, Macon, Madison, Maries, Marion, Miller, Mississippi, Moniteau, Monroe, Montgomery, Morgan, New Madrid, Oregon, Osage, Pemiscot, Perry, Phelps, Pike, Pulaski, Ralls, Randolph, Reynolds, Ripley, Schuyler, Scotland, Scott, Shannon, Shelby, St. Charles, St. Francois, St. Genevieve, St. Louis, Stoddard, Texas, Warren, Washington, and Wayne, and St. Louis City.
2.2 Assigned Members. All members of the Society of all grades, whose addresses of record are within the boundaries of the Section, as defined by the Society, shall be Assigned Members of the Section.
2.3 Subscribing Members. All members of the Society, of all grades, who subscribe to the Constitution and Bylaws of the Section, who have paid the current dues of the Section or who are exempt by Article 4, shall be Subscribing Members of the Section.
2.3.1 Rights of Subscribing Members. Only Subscribing Members who meet the requirements of the Society’s governing documents shall be eligible to vote in Section elections, to hold Section office, or to represent the Section officially.
2.3.2 Termination of Rights for Non‐payment of Dues. Subscribing membership ceases for any member whose dues are more than 3 months in arrears.
2.4 Institute‐only Members. Institute‐only Members of a Society Institute may be members of a Section or Branch Technical Group or local Institute Chapter.
Article 3 ‐ Separation from Membership
3.1 Separation from Membership. Upon termination of membership in the Society, a person shall cease to be a member of the Section.
Article 4 ‐ Dues
4.1 Annual Dues. Annual dues shall be established by the Section Board of Directors at the Annual Meeting.
4.2 Exemption from Dues. Society Life Members and Distinguished Members shall be exempt from payment of dues to the Section.
Article 5: Management
5.1 Board of Directors. The governing body of the Section shall be a Board of Directors. The Board of Directors shall be responsible for the supervision, control and direction of the Section, and shall manage the affairs of the Section in accordance with the provisions of the Section’s and the Society’s governing documents.
Article 6 – Officers and Directors
6.1 Officers. The officers of the Section shall be a President, a President‐Elect, a Vice‐President, a Secretary and a Treasurer.
6.2 Directors. In addition to the officers, there shall be three elected Directors.
6.3 Board of Directors. The Board of Directors shall consist of the officers, the Past‐President, and the three elected Directors.
Article 7 ‐ Elections
7.1 Procedures. The Section shall establish procedures for the annual election of Officers and Directors. Section 3. The Past‐President, President, President‐Elect, Vice‐President, the Secretary and the Treasurer shall serve one year. The Directors shall serve three years, one to be elected each year. Elections shall be held as prescribed in the By‐Laws. The President shall be ineligible for re‐
reelection until at least one year shall have elapsed after his term of office has ended.
Article 8 ‐ Meetings
8.1 Membership Meetings
8.1.1 Annual Meeting. The Annual Meeting of the Section shall be held in September of each year on a date to be set by the Board of Directors.
8.1.2 Other Meetings. Other meetings shall be held as provided for in the By‐Laws.
8.1.3 Meeting Notice. Notice of call for a meeting shall be sent to all Subscribing Members not less than 30 days in advance of the meeting date.
8.2 Board of Directors Meetings.
8.2.1 Meeting Frequency. The Board of Directors shall hold at least 4 meetings annually.
8.2.2 Meeting Notice. Notice of call for a meeting shall be sent not less than 20 days in advance of the meeting date.
Article 9: Subsidiary Organizations and Committees
9.1 Subsidiary Organizations. Subsidiary organizations may be formed within the Section, to facilitate the carrying out of the objectives of the Section, to promote interest in the Society and to provide to members of the Section a better opportunity for participation in local Society activities, in accordance with the provisions of the Bylaws.
9.1.1 Governing Documents. Subsidiary organizations shall adopt Bylaws consistent with this Constitution and Society governing documents.
9.2 Committees. The Section may establish standing or task committees to carry out the work of the Section.
Article 10 ‐ Administrative Provisions
10.1 Proper Use of Section Resources. No part of the net earnings of the Section shall inure to the benefit of, or be distributable to its Directors, Officers, or any other private persons, except that the Section shall be authorized and empowered to pay reasonable reimbursements, payments or compensation for services rendered in furtherance of the purposes set forth above.
10.2 Limitations on Political Activity. No substantial part of the activities of the Section shall involve carrying on propaganda or otherwise attempting to influence legislation, and the Section shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. The Section shall not carry on any activities prohibited by the provisions of the Society’s governing documents.
10.3 Conflict of Interest. A Conflict of Interest shall be defined as any activity, transaction, relationship, service, or consideration which is, or appears to be, contrary to the best interest of the Section or the Society, or in which the interests of an individual or another organization have the potential to be placed above those of the Section or the Society. Any interested individual must disclose the existence of any actual or possible conflict of interest and all material facts to the Section entity considering the proposed transaction. Action to address the conflict shall be taken by either the interested individual or the Section entity.
10.4 Distribution of Section Assets. Upon dissolution of the Section, the assets remaining after the payment of the debts of the Section shall be distributed to such organization or organizations organized and operated exclusively for charitable, educational, literary, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine, and in the absence of such designation they shall be conveyed to the Society.
Article 11 ‐ Amendment
11.1. Amendment of the Constitution.
11.1.1 Proposal. An amendment to this Constitution may be proposed by one (1) of the following two (2) methods:
188.8.131.52 Section Board of Directors. A two‐thirds (2/3) vote of the members of the Section Board of Directors present at a duly constituted Board of Directors meeting, where a quorum is in attendance, provided that a written notice containing the text of the proposed amendment is published to the membership at least thirty (30) days in advance of the meeting.
184.108.40.206 Written Petition. A Written Petition submitted to the Section Secretary, containing the text of the amendment, signed by not less than ten (10) Subscribing Members of the Section.
11.1.2 Society Approval. The proposed amendment shall be reviewed and approved by the Society’s Committee on Geographic Units before being voted upon by the Subscribing Members.
220.127.116.11 Boundary Changes. If the proposed amendment involves a change in the Section boundaries, this change shall be approved by the Geographic Region Board of Governors prior to any consideration of the Constitution amendment.
11.1.3 Section Approval. The proposed amendment shall be distributed to the Subscribing Members of the Section (as defined herein) who shall be given the opportunity to vote. To become effective, the proposed amendment shall receive an affirmative vote of not less than two‐thirds (2/3) of the Subscribing Members voting.
BY‐LAWS OF SAINT LOUIS SECTION AMERICAN SOCIETY OF CIVIL ENGINEERS
(Effective July 31, 2012)
Article 1: General
1.1 Use of Name and Marks. The use and publication of the Society and Section name and marks shall be in accordance with the Society’s governing documents and official policies.
Article 2: Area and Membership
Article 3: Separation from Membership
Article 4: Dues
4.1 Annual Dues. The Annual Dues for members of the Section shall not exceed thirty dollars ($30.00) and the rate shall be fixed by a majority vote of those Officers and Directors present at the Annual Meeting. In the event no action on dues is taken at the Annual Meeting, they shall remain the same as for the preceding year. Annual dues shall be payable in U.S. currency on October 1 of each year and shall become delinquent on December 31 of each year.
4.2 Notice of Dues. As soon after the Annual Meeting as is practical, the Secretary shall notify each Assigned Member, at his/her last known point of contact, of the Section dues for the ensuing year. With the approval of the Board of Directors, this responsibility may be met by such notification being made by the dues notice from headquarters of the American Society of Civil Engineers.
Article 5 ‐ Management
5.1 Duties of the Board of Directors. Duties of the Section Board of Directors shall include management of the Section, responsibility for the budget and financial resources, strategic planning, providing leadership, overseeing the various activities within the Section and its subsidiary organizations, communicating with the Region, and facilitating the election process for Officers and Directors of the Section and its subsidiary organizations. The Board of Directors shall have control of property of the Section.
5.2 Annual Report. The Board of Directors shall oversee the preparation of the Annual Report which shall be submitted to the Society in accordance with published requirements.
Article 6: Officers and Directors
6.1 Qualifications. Officers and Directors shall be Subscribing Members of the Section in a voting grade of Society membership who have demonstrated interest and ability regarding Section affairs, have declared a willingness to serve, and have made a commitment to the time required.
6.2 Officers. The Officers of the Section shall be elected as defined in Section 7. The President‐Elect shall automatically succeed to the office of President at the close of the Annual Meeting in the year in which the President’s term expires. At the conclusion of the term as President of the Section, the President becomes the Past President for a term of one (1) year.
6.2.1 President. The President shall preside at Business Meetings of the Section, shall chair and attend all meetings of the Section Board of Directors, and shall appoint members to committees where authorized.
6.2.2 President‐Elect. The President‐Elect shall act in place of the President when the President is not available. The President‐Elect shall also serve as the vice chair and attend all meetings of the Section Board of Directors.
6.2.3 Vice‐President. The Vice‐President shall attend all meetings of the Section Board of Directors.
6.2.4 Secretary. The Secretary shall attend all meetings of the Section Board of Directors and serve as secretary at all meetings. The Secretary shall keep the minutes of Section meetings and be in charge of Section correspondence.
6.2.5 Treasurer. The Treasurer shall monitor the funds of the Section, assist in preparation of the Section’s annual budget, report periodically to the Section Board of Directors, provide an annual financial report to the Section Board of Directors, and attend all meetings of the Section Board of Directors.
6.2.6 Past President. The Past President shall attend all meetings of the Section Board of Directors and chair the Nominating Committee.
6.3. Directors. The Directors of the Section shall be elected by the Subscribing Members of the Section. The duties of the three Directors shall include attendance at all meetings of the Section Board of Directors and coordination and direction of all Section Committees.
6.4 Terms. The term of office for the President, President‐Elect, Past President, Vice‐President, Secretary and Treasurer shall be one year. The Directors shall serve three‐year terms, staggered such that one Director will be elected each year. Newly elected officers shall take office the first day of October following the Annual Meeting or as soon thereafter as may be practicable and shall hold office until their successors have been duly elected and qualified.
6.5 Vacancies. A vacancy in the office of President shall be filled by the President‐Elect. A vacancy in the office of President‐Elect shall be filled by the Vice‐President. In the event the Past President position becomes vacant, the latest active resident Past President available and willing to serve shall assume the position. Vacancies in other offices shall be filled for the unexpired term by the Board of Directors, subject to the approval of a majority of the Members of the Section present at its next regular meeting.
6.6 Limitation on Terms. No member shall serve in one elected office other than that of Secretary and/or Treasurer for more than two (2) successive elected terms. The President shall be ineligible for re‐election as President‐Elect until at least one year shall have elapsed after his term of office has ended.
6.7 Reimbursement. Officers and Directors do not receive compensation for their services, but may be reimbursed for authorized expenses.
Article 7 ‐ Elections
7.1 Nominating Committee. The Nominating Committee shall report to the President not later than March 1, submitting its list of nominees for the offices of President‐Elect, Vice‐President, Director, Secretary and Treasurer, and this list of nominees shall be announced in the notice of the March meeting. Such notice shall state that additional nominations may be made at the March meeting and shall also state the prescribed manner in which such additional nominations may be made at that meeting. Prior to submitting its list of nominees, the Nominating Committee shall obtain from the nominees for each office their consent to serve if elected. At the March meeting, additional nominations may be made in writing signed by ten (10) Subscribing Members. If there is no meeting in March, a copy of the report of the Nominating Committee shall be made available to each member with the notice of cancellation of the regular meeting. The notice of cancellation of the meeting shall refer to the report of the Nominating Committee and shall inform the Members that written nominations, signed by ten (10) Subscribing Members, shall be in order and that such nominations must be sent to the Secretary not later than March 31. Such additional nominations must be accompanied by a written statement from the person or persons nominated for the office that they will serve, if elected. The Nominating Committee shall also be informed of the anticipated potential memberships on national committees of the Society and shall prepare resumes or other background data as necessary for candidates for submission to the appropriate offices.
7.2 Ballots. In a contested election, the Secretary shall send a ballot containing the list of all nominees for each office, to each Subscribing Member of the Section at least ten (10) days prior to the May Meeting. For an uncontested election, the Board of Directors will determine the procedures the Section will follow during balloting.
7.2.1 Tallying the Ballots. Ballots returned to the Secretary up to the time of counting shall be opened and counted at the May Meeting by three tellers appointed by the President from among the Subscribing Members (voting grade) of the Section. For each office the candidate receiving the highest number of votes cast shall be declared elected.
Article 8 ‐ Meetings
8.1 Membership Meetings
8.1.1 Frequency of Other Meetings. In addition to the Annual Meeting, the Section shall hold a minimum of four regular monthly meetings. Other meetings shall be held at the call of the President or upon the written request of ten (10) or more Subscribing Members addressed to the President. Regular meetings may be canceled for good cause at the discretion of the Board of Directors.
8.1.2. Notice of Meetings. Notice of the time and place of every meeting shall be distributed to each Assigned Member at least seven days prior to the date of the meeting. In the event that any meeting is canceled, notice thereof shall be distributed to each Assigned Member at least five days prior to the scheduled date of the meeting.
8.1.3 Quorum at Section Meeting. Twenty Subscribing Members shall constitute a quorum for the transaction of business at a meeting of the Section.
8.2 Quorum at Board of Directors Meeting. A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.
8.3 Parliamentary Authority. All business meetings of the Section and subsidiary organizations and meetings of the Board of Directors shall be governed by Robert’s Rules of Order, Newly Revised, except where these rules are not applicable or are inconsistent with the Constitution and Bylaws of the Section or the Society’s governing documents.
Article 9 ‐ Subsidiary Organizations and Committees
9.1 Subsidiary Organizations.
9.1.1 Types of Subsidiary Organizations. Subsidiary organizations may be, but are not limited to, Branches, Younger Member Forums/Groups, and Technical Groups/Institute Chapters. Names of subsidiary organizations shall be as set forth in the Section governing documents.
9.1.2 Formation. Formation of subsidiary organizations shall be subject to the approval of the Section Board of Directors and such other requirements as may be established by the Society. Formation of Branches shall also be subject to the approval of the Region Board of Governors. Bylaws of subsidiary organizations shall be approved by the Section Board of Directors before becoming effective.
9.1.3 Branches. Branches of the Section may be created. Procedures for creating a Branch shall be as follows:
18.104.22.168 Proposal. A new Branch may be proposed by submission of a written proposal to the Section Board of Directors with the name, objective, officers, and brief comments on how the new Branch will be of advantage to members in the area.
22.214.171.124 Petition. The written proposal, along with a petition containing a minimum of fifteen (15) signatures of Subscribing Members residing in the area shall be submitted to the Section Board of Directors for approval.
126.96.36.199 Membership. A proposed Branch area shall contain a minimum of thirty (30) members of the Branch, if the Branch were to be formed.
188.8.131.52 Boundaries. A proposed Branch must have distinct boundaries (by Zip Codes or otherwise) stated in the petition.
184.108.40.206 Region Approval. Upon St. Louis Section Board of Directors Approval, proposal and petition shall be submitted to the Region Board of Governors for review and final approval.
9.1.4 Technical Groups/Institute Chapters. Technical Groups or Institute Chapters shall be created in accordance with the following requirements:
220.127.116.11 Proposal. A new Technical Group or Institute Chapter shall be proposed by submission of a written proposal to the St. Louis Section Board of Directors with the name, objectives, officers, and brief comments on how the new Technical Group or Institute Chapter will be of advantage to members in the area.
18.104.22.168 Membership. Not less than five (5) Subscribing Members of the Section may form a Technical Group or Institute Chapter.
22.214.171.124 Membership. Approval must be obtained from the Section Board of Directors to activate the Technical Group or Institute Chapter. Approval shall be obtained from the appropriate Institute to activate the Institute Chapter.
9.1.5 Other Subsidiary Organizations. Other Subsidiary Organizations may be formed by the Section Board of Directors.
9.1.6 Annual Budget. Each Subsidiary Organization shall submit an annual budget and financial statement to the Section Board of Directors for approval.
9.1.7 Annual Report. Each Subsidiary Organization President or Chair shall submit an annual written report to the St. Louis Section Board of Directors on the activities and programs of the organization. This Annual Report, including a financial statement, shall be suitable for incorporation into the St. Louis Section’s Annual Report.
9.1.8 Level of Activity. Each Subsidiary Organization shall hold a minimum of 1 event per year. Any Subsidiary Organization that does not maintain the minimum activity level for two (2) successive years, or does not have the minimum required level of Subscribing Members on its rolls for two (2) successive years, shall be automatically disbanded. Assets of a disbanded Subsidiary Organization shall be assumed by the Section.
9.2 Standing Committees. The Section shall have a Nominating Committee.
9.2.1. Nominating Committee. The Nominating Committee shall consist of five Subscribing Members in a voting class of the Society, the Chair shall be the Past President of the Section. The names of the members of the Nominating Committee shall be announced in the notice of the January meeting.
9.2.2 Terms of Standing Committee Members. Unless otherwise specified, the members of committees shall be appointed by the Section President at the beginning of the Section President’s term, and shall serve a one (1) year term.
9.3. Task Committees. The Section may have such Task Committees as deemed necessary by the President and the Board of Directors and shall be appointed each year to carry on the work of the Section.
9.4 Liaison with Region 7 Board of Governors. A Past‐President, as identified by the Board of Directors, shall represent the Section at the Annual Meeting of the Board of Governors of Region 7. In the event this Past President is unable to attend a Council meeting or is so longer eligible to serve, the President shall appoint a substitute.
9.9 Reports to Board of Directors. The Chairperson of all committees shall meet with the President and Board of Directors at the call of the President to report on committee activities and advise on matters concerning the management of the Section.
Article 10: Administrative Provisions
Article 11: – Amendments
11.1 Process. These Bylaws may be amended only by the following procedure:
11.1.1 Proposal. An amendment to these Bylaws may be proposed by any member of the Board of Directors, or by a written petition submitted to the Section Secretary, containing the text of the amendment, signed by not less than ten (10) Subscribing Members of the Section.
11.1.2 Approval. The proposed Bylaws amendment(s) shall be approved by not less than a majority of the Board of Directors and submitted to the Society’s Committee on Geographic Units for review and approval.
11.1.3 Notice and Adoption.Upon approval by the Committee on Geographic Units, the proposed Bylaws amendment(s) may be adopted by a two‐thirds (2/3) vote of the St. Louis Section Board of Directors present at a duly constituted Board meeting, where a quorum is in attendance, provided that a written notice containing the text of the proposed amendment(s) is published to the Section membership at least thirty (30) days in advance of the meeting.