Chapter Bylaws

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BYLAWS OF THE REDWOOD EMPIRE CHAPTER

THE CONSTRUCTION SPECIFICATIONS INSITUTE, INC.

Revised February 2012

ARTICLE ONE / NAME

1.1   The name of this organization is the Redwood Empire Chapter of the Construction Specifications Institute, Inc., hereinafter referred to as the “Chapter”; said Chapter being a non-profit California Corporation and an  affiliate Chapter of the Construction Specifications Institute, Inc., hereinafter referred to as the “Institute.”


ARTICLE TWO / GOVERNING AUTHORITY

2.1   The Chapter is governed and operated in accordance with the laws of the state of California, the Articles of  Incorporation, the provisions of the Institute Bylaws, these Bylaws, the regulations and requirements for the conduct of Chapters of the Institute as adopted from time to time by the Institute Board of Directors, and the rules and policies of the Chapter Board issued through its resolutions.

2.2   The Chapter shall be affiliated with a region of the Construction Specifications Institute. Regions are areas geographically designated by the Institute Board. Currently the Chapter is affiliated with the West region hereinafter referred to as the “Region.”

 
ARTICLE THREE / PURPOSE AND POLICY

3.1   The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of the Institute.

3.2   
The name, funds, or influence of the Chapter may be used only in support of this purpose.


ARTICLE FOUR / BOARD OF DIRECTORS

4.1    The management and direction of the Chapter shall be delegated exclusively to its Board of Directors, hereinafter referred to as the “Board.” Professional and emerging professional members may serve on the Board.

4.2    The Board shall consist of not less than eight members:  president, president-elect, vice-president, secretary, treasurer, immediate past president (advisory member), chapter region director, and director(s). If the Chapter includes a Student Affiliate, a Student Affiliate representative shall be a non-voting member of the Board.

4.3    
All members of the Board, except the student affiliate representative, if any, are eligible to vote on Chapter business, subject to recusal based on a conflict of interest.

4.4    
The Board shall select standing and special committees, designate duties and may authorize compensation for justifiable expenses. The Board shall consider requests for change to retired or emeritus status, and submit certified requests to the Institute. If the chapter has a student affiliate, the board shall appoint a committee to support the student affiliate. Committee chairpersons shall be members of the Chapter.

4.5    
The Board shall schedule monthly business meetings. Special meetings shall only be held upon the call of the president or a majority of the Board upon seven days written notice.

4.6    
A simple majority of the Board shall constitute a quorum.

4.7    
Should a vacancy occur in any office except that of president, president-elect or vice-president, the Board shall by two-thirds affirmative vote of its total members fill such vacancy by appointment of an eligible member for the duration of the unexpired term.

4.8    
Should a vacancy occur in the office of president, president-elect or vice-president, such vacancy may be filled by a special election of an eligible member for the duration of the unexpired term, or in the next annual election.

 
ARTICLE FIVE / OFFICERS

5.1    The president shall serve as chairperson of the Board, shall preside at all Chapter meetings, shall appoint the chairpersons of standing and temporary committees, and shall be an ex-officio member of all committees, shall represent the Chapter at region meetings in the absence of the chapter region director, and shall sign all agreements and formal instruments on behalf of the chapter. The president shall also succeed as immediate past president (advisory member) the following year.

5.2    The president-elect shall serve upon absence of the president, shall perform other duties as assigned by the Board, and shall succeed as president the following year.

5.3    The vice-president shall act as liaison with the programs committee chairperson to help develop programs, such other assignments as delegated by the president or the Board, and succeed as president-elect the following year.

5.4    The secretary shall see that notices are sent in reasonable advance of all meetings of the Board and of the Chapter and shall keep accurate minutes of all Board meetings. The secretary shall maintain a file of all correspondence; shall keep a roster of current officers, board members, and committee members; shall cosign all agreements and formal instruments, except those pertaining to the office of the treasurer, and shall submit a year-end report of the secretary’s office to the Board. The secretary shall also perform other duties as assigned by the Board.

5.5    The treasurer shall collect and receipt for monies and securities; deposit funds and disburse and dispose of the same, subject to the direction of the Board; shall keep accurate books of account; shall co-sign all agreements and formal instruments pertaining to the office of the treasurer; shall submit a report at Board meetings and shall submit a year-end report of the treasurer’s office to the Board. The treasurer shall perform other duties as assigned by the Board. At the close of the fiscal year, the treasurer shall determine if informational forms and tax returns are required, file required forms, and pay taxes due to the Internal Revenue Service and other authorities within the prescribed time limits.

5.6    The chapter region director shall represent the Chapter on the board of the Region. The chapter region director shall have been a member of the Chapter for a minimum of five years and shall have served as a Chapter Officer or Director for a minimum of two years by the beginning of his or her term. The chapter region director shall also perform other duties as assigned by the Board.


ARTICLE SIX / NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

6.1    
Upon a new president taking office, the departing president shall assume the position of advisory member of the Board without election.

6.2    Each elected Board member shall take office on July 1, and the term of office shall be for one year; except for directors, whose term shall be for two years, and chapter region director whose term shall be for three years.  

6.3    The president, president-elect or vice president shall not hold the same office for more than two consecutive terms. The chapter region director shall not serve more than two consecutive terms. 

6.4    If there is more than one director, the term of office for one-half of the directors shall end in alternate years.

6.5    A nominating committee composed of the president, president-elect, and immediate past president shall commence work on making nominations no later than January. If any of the foregoing officer positions are vacant, or if any such officer is not able to serve, the Board shall fill any vacant positions on the nominating committee no later its January meeting. The nominating committee shall endeavor to select candidates so the composition of the board reflects the diversity of chapter membership. The nominating committee shall prepare a list of nominees, showing at least one name for each elective position on the Board due to become vacant, and shall present the list to the Chapter not later than the regular meeting in March. At this time, the members may present nominations from the floor. Election shall be by written ballot, with email or on-line voting being acceptable alternatives.  The nominating committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor, and shall submit a copy thereof, together with a notice of the time and place of the meeting at which the ballots will be counted, to each member of the Chapter at least two weeks prior to such meeting, which shall be held not later than the month of April. The winner shall be the candidate who receives the most votes for the position. Ties shall be resolved by a coin toss.

6.6    The ballots shall be counted and certified by tellers appointed by the president, and the results shall be reported to the members.

6.7    Not later than May 1, or when requested by the Institute, the Chapter secretary shall notify the Institute office of the results of the election, and shall submit to them a complete listing of the Chapter officers for the coming year, with their mailing and email addresses and telephone numbers.

6.8    Special Election. Nominations to fill a vacancy in the office of president, president-elect or vice-president may only be made by the Board or the duly appointed nominating committee, subject to the Board’s acceptance. A list of nominees may be presented to the Chapter at the next regular meeting and by written notice to the members, provided that at least 30 days written notice be provided to members the regular meeting at which the special election will be conducted. At such meeting, members may present nominations from the floor.  Election shall then be by vote of those professional and emerging professional members present. The vote shall be counted by tellers appointed by the president and the results reported to the members, the West Region Institute Director and the Institute office along with the contact information. Alternatively, such vacancies can be filled in the next annual election.


ARTICLE SEVEN / MEMBERSHIP

7.1    The qualifications for membership shall conform to the requirements of the Institute.

7.2    Membership in the Institute is a prerequisite to membership in the Chapter.

7.3    A Chapter member may be classified as an Honorary Member, Distinguished Member, or a Lifetime Member by the Chapter only after the Institute has done so.

7.4    The provisions of the Institute Bylaws, Administrative References, and California law for disqualifications, censure, suspension, expulsion, and reinstatement of members shall govern.


ARTICLE EIGHT / MEETINGS OF MEMBERS

8.1    Regular meetings shall be held monthly, except when otherwise decreed by the Board. Not less than ten regular meetings shall be held in the fiscal year.

8.2    Special meetings may be called whenever the majority of the Board deems it necessary, or upon written request by not less than one tenth of the Chapter membership. The business at special meetings shall be limited to that for which the meeting was called.

8.3    
Minutes of regular, special and board meetings shall be distributed to the members or the West Region Institute Director on request.. 

8.4    These Bylaws, together with the applicable provisions of the Institute Bylaws and Robert’s Rules of Order, Newly Revised, shall govern the conduct of business of the Chapter, with the exception that, upon request of any Board member, the name or names of Board members voting against a resolution shall be recorded in the minutes of the meeting. 


ARTICLE NINE / FISCAL ADMINISTRATION and CHAPTER DUES

9.1    The fiscal year shall be from July 1 to June 30.

9.2    The annual Chapter dues shall be set by the Board in accordance with Institute policy. Members Emeritus, Retired Members, Honorary Members, Distinguished Members, and Lifetime Members shall not be subject to Chapter dues. The Board may modify the amount for dues from time to time, by a two thirds vote of the Board. Chapter dues changes will only be effective beginning in the fiscal year following the approval by the Board. The treasurer shall notify the Institute of the dues schedule as directed by the Institute. Institute and Chapter dues shall be paid to the Institute with the Chapter dues being returned to the Chapter by the Institute.


ARTICLE TEN / FINANCIAL REVIEW

10.1    The Board shall appoint a committee to review the books, records, and transactions of the treasurer at the close of the fiscal year. This report shall be presented to the Board upon completion and retained by the secretary in the official records of the Chapter.

 
ARTICLE ELEVEN / AMENDMENTS

11.1    Proposed amendments to these Chapter Bylaws shall first be drafted and conditionally approved by the Board, and then submitted as directed by the Institute, to the Institute Secretary for approval.  After the Institute Secretary’s approval, the Chapter Bylaws shall then be publicized in the regular Chapter newsletter issued at least 30 days prior to a regular meeting or by written notice provided at least 30 days prior to a special meeting. A two thirds majority vote of the professional and emerging professional members in attendance shall be required for approval of the amended Chapter Bylaws. The votes shall be counted by tellers appointed by the president, reported to the Board and members, and recorded in the official records by the secretary. 

11.2    These Bylaws may also be conditionally amended by a two-thirds vote of the Professional and emerging professional members present at the noticed regular or special meeting, subject thereafter to approval by the Institute as set forth in 11.1.

11.3    Proposed amendments to these Chapter Bylaws shall conform to the laws of the State of California.


 ARTICLE TWELVE / INDEMNIFICATION

12.1    Indemnification of Directors, Officers, Employees, and others: The Chapter shall, to the fullest extent permitted by California law, indemnify every person who is or was a director, officer, committee chairperson or member, or employee of the Chapter.

 
ARTICLE THIRTEEN / ADMINISTRATIVE PROVISIONS

13.1   In all cases where written communications are required by these Bylaws, electronic transmission of such written communications shall be acceptable. 

 
END OF BYLAWS

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