Wisconsin Section Bylaws
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
Not used.
ARTICLE 3
SEPARATION FROM MEMBERSHIP
Not used.
ARTICLE 4
DUES
4.1 Annual Dues. The annual dues for members of the Wisconsin Section shall be twenty-five dollars ($25.00), payable in U.S. currency in advance of January 1, except that there shall be no dues for Student Members.
ARTICLE 5
MANAGEMENT
5.1 Duties of the Board of Directors. Duties of the Wisconsin Section Board of Directors shall include management of the Wisconsin Section, responsibility for the budget and financial resources, strategic planning, providing leadership, overseeing the various activities within the Wisconsin Section and its subsidiary organizations, communicating with the Region, and facilitating the election process for Officers and Directors of the Wisconsin Section and its subsidiary organizations. The Board of Directors shall have control of property of the Wisconsin 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 Wisconsin 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 by the Subscribing Members of the Section, with the exception of the President. 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.
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.
6.2.3 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.
6.2.4 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.
6.3 Directors. The Directors of the Section shall be elected by the Subscribing Members of the Section, with the exception of the Past President. At the conclusion of the term as President of the Section, the President becomes the Past President for a term of one (1) year.
6.4 Terms
6.4.1 Officers. The terms of office for each officer, except Secretary and Treasurer, shall be one (1) year. The terms of the Secretary and Treasurer shall be three (3) years. All terms shall begin at the close of the Annual Meeting and continue until their successors are installed.
6.4.2 Directors at Large. The terms of office for Directors at Large shall be two (2) years, which terms shall begin at the close of the Annual Meeting and continue until their successors are installed. One-half of the Directors at Large shall be elected annually.
6.4.3 Branch Directors. The terms of office for Directors from Branches shall be as determined by the Branches, which terms shall begin at the close of the Annual Meeting and continue until their suc¬cessors are installed.
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. Other vacancies and vacancies created by ascension of officers, except Directors from Branches, shall be filled for the unexpired term by appointment by the Board of Directors. A vacancy in the office of Branch Director shall be filled by appointment by the Branch.
6.5.1 Term Following Vacancy by Ascension. A President-Elect who has filled a vacant office of President shall serve as President in the following year. In such event, the former Vice President who has filled the vacant office of President-Elect shall continue in that office for the follow¬ing year.
6.6 Limitation on Terms. No member shall serve in the same elective office more than three (3) consecutive terms.
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 publish notice of open positions to the Section membership by at least January 1 and set the date by which nominations must be received. The names of candidates for nomination shall be submitted to the Nominating Committee from within the Section membership in a form prescribed by the Nominating Committee. No person shall be a candidate for more than one (1) office per election cycle. By June 1 of each year, the Nominating Committee shall choose one or more candidates for election to each office except the office of President, and for the Directors at Large, as prescribed by the Constitution and shall obtain the consent of nominees to serve if elected. The list of nominees shall be published on or before the 15th day of July. In addition, candidates may be nominated by written petition containing fifteen (15) signatures of Subscribing Members; provided however such candidates shall have consented in writing to serve if elected and such petition and consent shall have been filed with the Secretary on or before the 1st day of June of each year.
7.2 Ballots. In a contested election, the Secretary shall send or cause to be sent a ballot, containing the list of official nominees, a list of petitioned nominees if any, and a space for a write-in vote for another candidate for each officer and Director at Large to be elected, to each Sub¬scribing Member of the Section on or before the 15th day of July of each year. 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 by the last day of July of each year shall be opened and counted by three (3) tellers appointed by the President. For each office except Directors at Large, the candidate receiving the highest number of votes cast shall be declared elected. For Directors at Large, the two candidates 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, at least one (1)meeting shall be held each year.
8.1.2 Quorum at Section Meeting. At any meeting of the Wisconsin Section wherein business is to be conducted, fifteen (15) Subscribing Members shall constitute a quorum for transacting business.
8.2 Board of Directors Meetings.
8.2.1 Frequency of Other Meetings. In addition to the Annual Meeting, at least four (4) meetings of the Board of Directors shall be held each year at regular intervals.
8.2.2 Quorum at Board of Directors Meetings. A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.
8.2.3 Attendance by Alternate Means. Any member of the Board of Directors or a Board of Directors committee may participate in a meeting of the Board of Directors or committee meeting by means of a conference telephone or similar communications system that allows all persons participating in the meeting to hear each other at the same time. Such participation shall be considered presence in person at the meeting.
8.2.4 Branch Directors Proxy. At meetings of the Section Board of Directors, a Branch Director may be represented by an alternate who is a specified member of the Branch Board of Directors. The Alternate shall count toward the quorum and shall have voting privileges at the meeting.
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 Wisconsin 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 Society’s governing documents.
9.1.2 Formation. Formation of subsidiary organizations shall be subject to the approval of the Wisconsin 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 Wisconsin Section Board before becoming effective.
9.1.3 Branches. Branches of the Section may be created. Procedures for creating a Branch shall be as follows:
9.1.3.1 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.
9.1.3.2 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.
9.1.3.3 Membership. A proposed Branch area shall contain a minimum potential of thirty (30) members of the Society, if the Branch were to be formed.
9.1.3.4 Boundaries. A proposed Branch must have distinct boundaries (by Zip Codes or otherwise) stated in the petition.
9.1.3.5 Region Approval. Upon Wisconsin Section Board of Directors’ approval, the 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:
9.1.4.1 Proposal. A new Technical Group or Institute Chapter shall be proposed by submission of a written proposal to the Wisconsin 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.
9.1.4.2 Membership. Not less than fifteen (15) Subscribing Members of the Sections may form a Technical Group or Institute Chapter.
9.1.4.3 Approval. 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. Associate Member Forums and other Subsidiary Organi-zations 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 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 Wisconsin Section’s Annual Report.
9.1.8 Level of Activity. Each Subsidiary Organization shall hold a minimum of one (1) event per year. Any Subsidiary Organization that does not maintain the minimum activity level for two (2) successive years, or does not have fifteen (15) Subscribing Members on its rolls, shall be automatically disbanded. Assets of a disbanded Subsidiary Organization shall be assumed by the Wisconsin Section.
9.2 Standing Committees. The Wisconsin Section shall have the following Standing Committees: Awards; Budget & Finance; History & Heritage; Jury of Judges; Membership; Nominations; Professional Development; Public Affairs; and Public Relations.
9.2.1 Nominating Committee. By November 1 of each year, the President shall appoint, subject to confirmation of the Board of Directors, a Nominating Committee of not less than five (5) Subscribing Members.
9.2.2 Awards Committee. The Awards Committee shall consist of one chair appointed by the President, subject to confirmation of the Board of Directors, and such members as the chair selects.
9.2.3 Budget & Finance Committee. The Budget & Finance Committee shall consist of one chair appointed by the President, subject to confirmation of the Board of Directors, the Treasurer, and such members as the chair selects.
9.2.4 History & Heritage Committee. The History & Heritage Committee shall consist of one chair appointed by the President, subject to confirmation of the Board of Directors, and such members as the chair selects.
9.2.5 Jury of Judges. The Jury of Judges shall consist of the three most recent past presidents, with the chair being the current Past President.
9.2.6 Membership Committee. The Membership Committee shall consist of one chair appointed by the President, subject to confirmation of the Board of Directors, and such members as the chair selects.
9.2.7 Professional Development Committee. The Professional Development Committee shall consist of one chair appointed by the President, subject to confirmation of the Board of Directors, and such members as the chair selects.
9.2.8 Public Affairs Committee. The Public Affairs Committee shall consist of one chair appointed by the President, subject to confirmation of the Board of Directors, and such members as the chair selects.
9.2.9 Public Relations Committee. The Public Relations Committee shall consist of one chair appointed by the President, subject to confirmation of the Board of Directors, and such members as the chair selects.
9.3 Technical Committees. In the absence of an ASCE Institute Chapter, the Wisconsin Section shall have the following Technical Committees: Environmental; Construction; Geotechnical; Management; Structures; Urban Planning & Transportation; and Water Resources & Hydraulics.
9.4 Terms of Standing and Technical Committee Members. Unless otherwise specified, the members of committees shall be appointed by the Wisconsin Section President at the beginning of the Section President’s term, and shall serve a one (1) year term.
9.5 Task Committees. The President may appoint task committees as deemed necessary. The terms of Task Committee members shall end at the end of the term of the President.
9.6 Regional and Multi-Regional Meetings and Conferences. The President shall appoint, subject to confirmation of the Board of Directors, representatives to Regional and Multi-Regional meetings and conferences of the Society.
ARTICLE 10
ADMINISTRATIVE PROVISIONS
10.1 The Board of Directors may create and maintain an Administrative Manual to further define procedures, duties, and responsibilities.
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 Secretary shall send or cause to be sent a ballot to all Subscribing Members presenting the proposed amendment(s). The proposed amendment(s) shall be voted upon by the Subscribing Members of the Section. To become effective, the amendment(s) must receive an affirmative vote of not less than a majority of the Subscribing Members voting.