

ARTICLE_3_-_Election_of_Officers ARTICLE_4_-_Duties_of_Officers ARTICLE_5_-_Election_of_Members ARTICLE_6_-_Dues_and_Assessments ARTICLE_7_-_Termination_of_Section_Membership
PREAMBLE
The Bylaws of the Boston Society of Civil Engineers Section of the American Society of Civil Engineers are to be interpreted in all respects, in accordance with the Constitution of the Boston Society of Civil Engineers Section, as amended October 14, 2004.
BYLAWS 1.1 Regular meetings for conducting business of the Section shall be held monthly, excepting July and August, or as otherwise authorized by the Board of Government. 1.2 The President may call special meetings of the Section when he/she deems it expedient, or shall do so at the written request of ten Subscribing Members eligible to vote, stating the purpose of such meetings. 1.3 The parliamentary authority for all Section meetings shall be the current edition of Robert's Rules of Order. 2.1 For the better fulfillment of the "Objectives" of the Section as set forth in the Constitution, the Section shall establish committees that address themselves to matters of concern to the Section. 2.1 All committees and leadership thereof shall be appointed by the President with the approval of the Executive Committee. The President shall be a member ex-officio of all committees, except the Nominating Committee and committees administering Funds (as defined in Article 8) where the terms of the Fund provide otherwise. The President may delegate his/her ex-officio membership status on any or all of the committees to either the Senior Vice Presidents or Vice Presidents. The administration of each Fund Committee shall be in accordance with the regulations governing the Fund. 2.2 A committee shall be designated annually to audit the finances of the Section. 2.3 There shall be within the Section a Council of Past Presidents made up of three past presidents who are Subscribing Members of the Section and chaired by the Immediate Past President. The Council shall be convened from time to time by the President or by ten members of the Board of Government on any matter concerning the Section. 3.1 The officers of the Section shall hold terms as follows: (a) The President shall serve a one year term. The President shall assume the office immediately following the conclusion of a term as President-Elect. (b) The President-Elect shall be elected for a one year term. (c) The Treasurer shall be elected biennially. (d) The Secretary and Technical Group Chairs shall be elected annually. (e) There shall be four Vice Presidents. Two Senior Vice Presidents shall be elected annually; two Vice Presidents shall be elected annually. (f) Each Branch shall elect one Branch Vice President annually, in the manner established by the Branch Bylaws. (g) The Assistant Treasurer shall be chosen by the Board of Government annually. 3.2 Whenever a President, President-Elect, Vice President, Secretary, Treasurer, or Technical Group Chair is to be elected, the Nominating Committee shall nominate one candidate for each office to be filled. Whenever a member of the Nominating Committee is to be elected, the Nominating Committee shall nominate two candidates for each seat to be filled. 3.3 The Nominating Committee shall file with the Secretary, at least ten weeks before the Annual Meeting, a list of its nominations accompanied by a statement that the consent of each nominee has been obtained. The Secretary shall transmit the list of nominations to Subscribing Members eligible to vote at least nine weeks before the Annual Meeting. 3.4 An additional nomination for any office may be made by any twenty-five Subscribing Members eligible to vote who sign a nomination paper to that effect and file it with the Secretary at least six weeks before the date of the Annual Meeting, accompanied by the written consent of the nominee. 3.5 At least four weeks before the day of the Annual Meeting, the Secretary shall send to each Subscribing Member eligible to vote a letter ballot bearing the names of all nominees. Ballots shall state the hour at which polls will close on the day of the Annual Meeting. When returned to the Secretary each ballot shall be enclosed in two envelopes, the inner one to be blank, and the outer one to be endorsed by the member's signature. The President shall appoint two tellers who shall canvass all ballots and the results shall be announced at the Annual Meeting. 3.6 The candidate for any office receiving the largest number of legal votes shall be elected. In the event of a tie, the Subscribing Members eligible to vote present at the Annual Meeting shall elect by show of hands from among the candidates tied. A majority of the votes so cast is required for election. 3.7 The Branch Vice President(s) shall be nominated and elected by the members of the Branch(es) in accordance with the procedures adopted by the Branch(es) provided the procedures have previously received the approval of the Board of Government. Such Branch Vice President(s) shall be a resident of the Branch area he/she represents. 4.1 The President shall have general supervision of the affairs of the Section and shall delegate duties to Section officers. He/She shall preside at all meetings of the Section and Executive Committee at which he/she may be present. 4.2 The President-Elect shall preside at meetings in the absence of the President and shall assume duties as delegated by the President. 4.3 The Senior Vice Presidents and Vice Presidents shall assist the President and President-Elect by assuming such administrative and supervisory or other duties as delegated by the President. 4.4 The Secretary, under the direction of the President and Board of Government, shall keep the records of all meetings of the Section, the Board of Government, and the Executive Committee and shall submit the Annual Report of the Section. The Secretary, in the absence of the Treasurer, when requested by the President, shall pay all bills or other indebtedness of the Section as properly approved by the President. The Secretary shall also assume other duties as delegated by the President. 4.5 The Treasurer, under the direction of the President and Board of Government, shall be charged with the custody and investment of all Funds of the Section, except as established otherwise by the terms of the Funds. The Treasurer shall receive all funds transmitted to the Section and shall pay all bills or other indebtedness of the Section as properly approved by the President. The Treasurer shall keep an accurate record of all receipts and disbursements and of all property of the Section in his/her charge and shall render a report of same at the Annual Meeting. The Assistant Treasurer shall assume all nonvoting duties of the Treasurer in his/her absence. 4.6 The Branch Vice President(s) shall be the official delegate(s) from the Branch(es) and shall represent the Branch(es) on the Board of Government and Executive Committee. The Branch Vice President(s) shall assist the President and shall assume such duties as delegated by the President. 4.7 The Board of Government shall be responsible for making policy decisions and shall have general management of the Bylaws. The Board of Government shall hold stated meetings at least three times per year and at such other times as it may determine or when called by the President. All questions shall be decided by majority vote. Seven members of the Board of Government shall constitute a quorum for the transaction of business. The Board of Government shall have the following duties: approve minutes of the previous meeting; hear reports from all committees; set policy and revise Operations Manual accordingly; direct the investment and care of Funds of the Section; approve annual administrative service contract and related expense; report at each Annual Meeting; vote on Society policies and issues; take action on recommendations from the Nominating Committee; vote to revise Constitution and Bylaws; liaison with membership and The Engineering Center; and any other duties regarding the Policies of the Section. To perform these duties, the Board of Government may make such rules and regulations and may appoint committees and delegate to them such powers as deemed expedient, provided that any action of a committee unfavorable to any member of the Section shall be reported to the whole Board for final action. 4.8 The Executive Committee shall be responsible for operational decisions of the Section and shall meet at least three times per year or when called by the President. All questions shall be decided by a majority vote. Five (5) members shall constitute a quorum for the transaction of business. The Executive Committee shall approve all ordinary or current expenses; report at each Annual Meeting; approve minutes of previous meetings; vote to put Treasurer's report on file for audit; develop and recommend budget for Board of Government's action; approve non-budget expenditures; review recommendations from Finance Committee for Board of Government's action; provide liaison to Board of Government, The Engineering Center and Technical Groups; and any other duties relating to the operations of the Section. To perform these duties, the Executive Committee may make rules and regulations and may appoint committees and delegate to them such powers as deemed expedient, provided that any action of a committee unfavorable to any member of the Section shall be reported to the whole Executive Committee for final action. 4.9 No action by the Board of Government and Executive Committee shall conflict with the established policy of the Society. No officer or committee shall make expenditures without previous authorization of either the Board of Government or the Executive Committee. 5.1 Section Honorary Members shall be proposed to the Nominating Committee by at least ten Subscribing Members eligible to vote. Resumes and a description of each nominee's contributions and/or eminence shall be provided. The Nominating Committee will review the candidates and recommend a list to the Board of Government for a vote. The list of nominees shall not exceed one name for each 1500 members of the Section. The affirmative vote of at least three-quarters of the members of the Board of Government shall be necessary for election. A person elected a Section Honorary Member shall be promptly notified thereof by letter. The election shall become void if an acceptance is not received within six months after the mailing of such notice. Section Honorary Members shall have rights and privileges as stated in the Constitution. 5.2 Names of members who have attained the requirements of Section Life Member shall be submitted to the Board of Government by the Secretary each year. Such members shall be recorded as Section Life Members, shall be advised of this action and their names shall be announced at the Annual Meeting. The title “Section Life Member” shall not be construed to establish a separate grade of membership. Consideration for Section Life Membership status is based on the following requirements: (a) be a Subscribing Member of the Section who has paid Section dues for a period of forty years, or (b) be a Subscribing Member of the Section who has reached the age of seventy years and has paid Section dues for thirty years. 5.3 Names of Assigned Members who have paid the first year's dues shall be recorded as Subscribing Members of the Section. 6.1 Section dues and assessments will be established annually by the Board of Government as deemed necessary to reasonably cover Section operating costs. Section dues shall not be increased by more than ten percent over the prior year’s dues. (a) Section Honorary Members and Section Life Members shall not be subject to payment of dues or assessments. An annual appeal may be mailed to Section Honorary Members and Section Life Members requesting a voluntary contribution to offset publication and mailing costs. (b) All other members of the Section shall pay dues and assessments established by the Board of Government. 6.2 Three months after the start of the calendar year, the Section shall notify each Subscribing Member who has not yet paid his/her dues for the current year that, unless payment is made within thirty days, his/her subscribing membership in the Section shall cease and his/her name shall be removed from the list of Subscribing Members of the Section. 7.1 Section membership shall be terminated by: a) death of the member, b) non-payment of dues, c) resignation, or d) expulsion in accordance with the Society Bylaws. 8.1 The Operating Reserve Fund (a) The Operating Reserve Fund shall receive all monies in excess of the BSCES budgeted income for each fiscal year. (b) The book value of the Operating Reserve Fund as determined at the end of each fiscal year shall not exceed thirty percent of the dues and the Society allotment anticipated by the Section during the upcoming year. Any amount in the Operating Reserve Fund at the end of the fiscal year in excess of these thirty percent shall be transferred to the principal of the BSCES Society Reserve Fund. (c) The Treasurer shall be authorized to invest the Operating Reserve Fund consistent with its use and purpose and as directed by the Finance Committee. 8.2 BSCES Society Reserve Fund (a) The BSCES Society Reserve Fund shall receive such monies as are designated by the Board of Government, including but not restricted to unencumbered gifts and bequests to the Section; all income from investments from the BSCES Society Reserve Fund; and all transfers from the Operating Reserve Fund (b) Transfer of money from the dividends or yield or from the principal of the BSCES Society Reserve Fund may only occur after a vote of the Board of Government. 8.3 Other Funds (a) The Section shall maintain Funds, portions of which may be either temporarily or permanently restricted. Restrictions are as defined in the governing documents for each Fund. (b) Restricted (unencumbered) Funds may only be appropriated upon a vote of the Board of Government and, if legally required by the terms of the Fund, after formal approval of the Committee charged with oversight of said Fund. (c) The Board of Government may vote to lend money from the Section’s Restricted Funds for special purposes consistent with the Section’s Constitution and upon reasonable security. Should extraordinary circumstances cause the BSCES Society Reserve Fund of the Section to be insufficient for the Section to meet its financial obligations, the Board of Government, if it has no alternative, may vote to borrow money from the Restricted Funds. In either instance, no loan shall be for a period of more than three years; interest shall be at a rate at least equivalent to the rate of return the Section would have realized on the amount of the loan; and interest payments shall be made at fixed intervals not exceeding one year. 9.1 All Branches shall be governed by the Constitution and Bylaws of the Section, so far as applicable, but they shall be entitled to make additional Bylaws for their own use and government, provided that said additional Bylaws be consistent with the Constitution and Bylaws of the Section, and that they be filed with and approved by the Board of Government. 9.2 The officers of each Branch shall be a Branch President, Branch Vice President, Branch Secretary, and Branch Treasurer, who shall be elected annually by the Subscribing Branch Members eligible to vote. 9.3 the general government of each Branch shall be vested in an Executive Committee, consisting of the officers of the Branch, three Subscribing Branch Members eligible to vote who shall be elected annually and the President of the Section ex-officio. 9.4 The officers of each Branch may expend such sums for the expenses of meetings as may be appropriated by the Board of Government. 9.5 Any Branch may be abolished by the Section by a two-thirds vote of all the Subscribing Members eligible to vote and present at any regular meeting, upon recommendation of the Board of Government, due notice of such recommendation having been sent with the notice of the meeting to each Subscribing Member of the Section eligible to vote. 10.1 The Board of Government may establish Technical Groups for the consideration of special areas of civil engineering. Technical Groups shall consist of not less than ten members of the Section. Technical Groups may also be abolished by the Board of Government. 10.2 All Technical Groups shall be governed by the Constitution and Bylaws of the Section, and they shall be entitled to develop operating procedures for their own use and government; provided that said operating procedures are consistent with the Constitution, Bylaws and operating procedures of the Section, and that they are filed with and approved by the Board of Government. 10.3 The officers of each Technical Group shall be a Chair, Vice Chair, and Clerk who with exception of the Chair, shall be elected by the members of the Technical Group annually. The Chair will be elected by the Section membership by recommendation of the Section's Nominating Committee. Each Technical Group Executive Committee, as herein defined, is responsible for providing the names of prospective Chairs to the Nominating Committee for consideration. Candidates for Technical Group Chair must be eligible to hold office as set forth by Article 3 of the Constitution at the time of their consideration by the Nominating Committee. 10.4 The general government of each Technical Group shall be vested in the Technical Group Executive Committee, consisting of the officers of the Group, three additional Subscribing Members of the Group who shall be elected annually by the members of the Group, and the President of the Section, as ex-officio. 10.5 The officers of each Technical Group may expend such sums for the expenses of meeting as may be appropriated by the Board of Government. 10.6 The Chair of each Technical Group is required to attend the meetings of the Board of Government and shall have voting privileges as an elected member of the Board of Government. 11.1 For the better fulfillment of the "Objectives" of the Section as set forth in Article 2 of the Constitution, the Section may become affiliated with other technical organizations or groups. Such affiliations shall require the approval of the Subscribing Members of the Section eligible to vote in the manner prescribed for amending the Bylaws. The delegates to such affiliated organizations shall be appointed by the President with the approval of the Board of Government. 11.2 The Section shall be a member of the New England Council of the Society. The Board of Government shall appoint two representatives to this Council. One of the two representatives shall be a member of the Board of Government. The terms of office of the representative and alternate shall coincide with the terms of the President of the Council. 12.1 The Section shall not endorse any action except in the manner prescribed for amending the Bylaws. 13.1 An amendment to the Bylaws may be made by a two-thirds vote of the Subscribing Members present and eligible to vote cast in favor of such amendment at each of two successive regular meetings, due notice of the proposed amendment having been sent to each Subscribing Member eligible to vote with the notices of the meetings.
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