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Bylaws of the Monterey Bay Chapter of
The Construction Specifications Institute, Inc.
Approved by Institute 10.15.2011
ARTICLE I - NAME
Section 1.
A.
The name of this organization is the Monterey Bay Chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the “Chapter”; said Chapter being an affiliate chapter of The Construction Specifications Institute, Inc., a Maryland not-for-profit corporation hereinafter referred to as the “Institute.”
The name of this organization is the Monterey Bay Chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the “Chapter”; said Chapter being an affiliate chapter of The Construction Specifications Institute, Inc., a Maryland not-for-profit corporation hereinafter referred to as the “Institute.” Section 2.
A.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.”
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 II - GOVERNING AUTHORITY
A.The Chapter is governed and operated in accordance with the laws of the State of California, 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, and the rules and instructions of the Chapter’s board issued through its officers.
The Chapter is governed and operated in accordance with the laws of the State of California, 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, and the rules and instructions of the Chapter’s board issued through its officers. ARTICLE III - PURPOSE AND POLICY
Section 1.
A.The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of the Institute.
The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of the Institute. Section 2.
A.The name, funds, or influence of the Chapter may be used only in support of this purpose.
The name, funds, or influence of the Chapter may be used only in support of this purpose. ARTICLE IV - BOARD
Section 1.
A.The management and direction of the Chapter shall be delegated exclusively to its board.
The management and direction of the Chapter shall be delegated exclusively to its board. Section 2.
A.The board shall consist of the following positions: president, secretary, treasurer, and two directors.
The board shall consist of the following positions: president, secretary, treasurer, and two directors.Section 3.
A.All members of the board, except the student affiliate representative if any, are eligible to vote on Chapter business.
All members of the board, except the student affiliate representative if any, are eligible to vote on Chapter business. Section 4.
A.The board shall consider requests for change to retired or emeritus status, and submit certified requests to the Institute.
The board shall consider requests for change to retired or emeritus status, and submit certified requests to the Institute.Section 5.
A.The board shall select all standing and special committees, select representatives to the Region board, designate duties, and may authorize compensation for justifiable expenses.
The board shall select all standing and special committees, select representatives to the Region board, designate duties, and may authorize compensation for justifiable expenses. Section 6.
A.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. Board meetings may be held via electronic means provided they are conducted by an audio, video, or computer-based teleconferencing technology that allows all persons participating to hear each other at the same time.
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. Board meetings may be held via electronic means provided they are conducted by an audio, video, or computer-based teleconferencing technology that allows all persons participating to hear each other at the same time.Section 7.
A.A majority of the board shall constitute a quorum.
A majority of the board shall constitute a quorum. Section 8.
A.Should a vacancy occur in any office of the Chapter, the board shall by two-thirds affirmative votes of the board’s membership fill such vacancy by appointment of a member eligible by all other criteria for the duration of the unexpired term.
Should a vacancy occur in any office of the Chapter, the board shall by two-thirds affirmative votes of the board’s membership fill such vacancy by appointment of a member eligible by all other criteria for the duration of the unexpired term. Section 9.
A.If the Chapter has a student affiliate, the board shall appoint a committee to support the student affiliate.
If the Chapter has a student affiliate, the board shall appoint a committee to support the student affiliate.ARTICLE V - OFFICERS
Section 1.
A.The president shall serve as chair of the board; preside at all Chapter meetings; select the chairs of temporary committees; be an ex officio member of all committees; and sign all agreements and formal instruments. The president shall serve for a term of one year or until a successor is elected.
The president shall serve as chair of the board; preside at all Chapter meetings; select the chairs of temporary committees; be an ex officio member of all committees; and sign all agreements and formal instruments. The president shall serve for a term of one year or until a successor is elected.Section 2.
A.The secretary shall see that notices are sent at least seven days in advance of all meetings of the board and of the Chapter and keep accurate minutes thereof. The secretary shall maintain a file of all correspondence; keep a roster of members and committees; co-sign all agreements and formal instruments, except those pertaining to the office of treasurer; and submit a report of office at the annual meeting. The secretary shall perform other duties as assigned by the board. The secretary shall serve for a term of one year,, or until a successor is elected.
The secretary shall see that notices are sent at least seven days in advance of all meetings of the board and of the Chapter and keep accurate minutes thereof. The secretary shall maintain a file of all correspondence; keep a roster of members and committees; co-sign all agreements and formal instruments, except those pertaining to the office of treasurer; and submit a report of office at the annual meeting. The secretary shall perform other duties as assigned by the board. The secretary shall serve for a term of one year,, or until a successor is elected.Section 3.
A.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; keep accurate books of account; submit a report at board meetings; and submit a report of office at the annual meeting. The treasurer shall perform other duties as assigned by the board. The treasurer shall serve for a term of one year, or until a successor is elected.
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; keep accurate books of account; submit a report at board meetings; and submit a report of office at the annual meeting. The treasurer shall perform other duties as assigned by the board. The treasurer shall serve for a term of one year, or until a successor is elected.B.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.
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.ARTICLE VI - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1.
A.Officers and directors shall be elected to those offices as established by Article IV by the members of the Chapter. The current president shall assume without election the office of immediate past president.
Officers and directors shall be elected to those offices as established by Article IV by the members of the Chapter. The current president shall assume without election the office of immediate past president. Section 2.
A.Each elected board member shall take office on July 1.
Each elected board member shall take office on July 1. Section 3.
A.The president shall not hold the same office for more than two consecutive terms.
The president shall not hold the same office for more than two consecutive terms. Section 4.
A.The term of office for directors shall be staggered two-year terms with half of the directors being elected each year.
The term of office for directors shall be staggered two-year terms with half of the directors being elected each year. Section 5.
A.A nominating committee shall be appointed by the board not later than February 20.
A nominating committee shall be appointed by the board not later than February 20. B.The nominating committee shall endeavor to select candidates so the composition of the board reflects the diversity of chapter membership.
The nominating committee shall endeavor to select candidates so the composition of the board reflects the diversity of chapter membership.C.The nominating committee shall prepare a list of nominees, showing at least one name for each elected position on the board due to become vacant, and present the list to the Chapter at a Chapter meeting not later than the end of March. At this time, the members may present nominations from the floor. Election for contested offices shall be by ballot.
The nominating committee shall prepare a list of nominees, showing at least one name for each elected position on the board due to become vacant, and present the list to the Chapter at a Chapter meeting not later than the end of March. At this time, the members may present nominations from the floor. Election for contested offices shall be by ballot.Section 6.
A.The nominating committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor. Each voting member of the Chapter shall be provided with a ballot at least two weeks prior to the ballot count. For purposes of chapter elections, voting members shall include Professional members and Emerging Professional members. The winner shall be the candidate who receives the most votes for the position. Ties shall be resolved by coin toss.
The nominating committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor. Each voting member of the Chapter shall be provided with a ballot at least two weeks prior to the ballot count. For purposes of chapter elections, voting members shall include Professional members and Emerging Professional members. The winner shall be the candidate who receives the most votes for the position. Ties shall be resolved by coin toss.Section 7.
A.The ballots shall be counted and certified no later than the end of April, by tellers appointed by the president, and the results shall be reported to the members.
The ballots shall be counted and certified no later than the end of April, by tellers appointed by the president, and the results shall be reported to the members.Section 8.
A.Not later than April 30, the Chapter secretary shall notify the Institute office and the Region secretary of the results of the election and shall submit to them a complete list of the Chapter officers for the coming year, with their contact information.
Not later than April 30, the Chapter secretary shall notify the Institute office and the Region secretary of the results of the election and shall submit to them a complete list of the Chapter officers for the coming year, with their contact information.ARTICLE VII - MEMBERSHIP
Section 1.
A.The qualifications for membership shall conform to the requirements of the Institute Bylaws.
The qualifications for membership shall conform to the requirements of the Institute Bylaws.Section 2.
A.Membership in the Institute is a prerequisite to membership in the Chapter.
Membership in the Institute is a prerequisite to membership in the Chapter. Section 3.
A.A Chapter member may be classified as an Honorary Member, Distinguished Member, or a Lifetime Member only by action of the Institute.
A Chapter member may be classified as an Honorary Member, Distinguished Member, or a Lifetime Member only by action of the Institute. Section 4.
A.The provisions of the Institute Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern.
The provisions of the Institute Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern. ARTICLE VIII - MEETINGS OF MEMBERS
Section 1.
A.The annual meeting of the Chapter shall be held before the end of the fiscal year, at which time committee reports shall be submitted. The secretary shall submit a report on the activities of the Chapter during the past term of office. The treasurer shall submit an annual report of the finances of the Chapter. A copy of these reports shall be sent to the Region secretary.
The annual meeting of the Chapter shall be held before the end of the fiscal year, at which time committee reports shall be submitted. The secretary shall submit a report on the activities of the Chapter during the past term of office. The treasurer shall submit an annual report of the finances of the Chapter. A copy of these reports shall be sent to the Region secretary.Section 2.
A.Regular meetings shall be held monthly, except when otherwise decreed by the board. Not less than 10 regular meetings shall be held in the fiscal year.
Regular meetings shall be held monthly, except when otherwise decreed by the board. Not less than 10 regular meetings shall be held in the fiscal year. Section 3.
A.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 members. The business at special meetings shall be limited to that for which the meeting was called.
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 members. The business at special meetings shall be limited to that for which the meeting was called. Section 4.
A.Minutes of regular and special meetings shall be distributed to the members with a copy to the Region secretary.
Minutes of regular and special meetings shall be distributed to the members with a copy to the Region secretary. Section 5.
A.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.
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. ARTICLE IX - FISCAL ADMINISTRATION
Section 1.
A.The fiscal year shall be from July 1 to June 30.
The fiscal year shall be from July 1 to June 30. Section 2.
A.The annual Chapter dues shall be set by the board. Any change in the dues structure shall be approved by a two-thirds majority of those board members present at a regularly scheduled meeting. Members Emeritus, Distinguished Members, Honorary Members, and Lifetime Members shall not be subject to dues.
The annual Chapter dues shall be set by the board. Any change in the dues structure shall be approved by a two-thirds majority of those board members present at a regularly scheduled meeting. Members Emeritus, Distinguished Members, Honorary Members, and Lifetime Members shall not be subject to dues. Section 3.
A.Institute and Chapter dues shall be paid to the Institute with the Chapter dues being returned to the Chapter 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 X - AUDIT
A.The board shall appoint a committee to audit the books and transactions of the treasurer at the close of the fiscal year. This report shall be read at the next regular meeting of the members of the Chapter.
The board shall appoint a committee to audit the books and transactions of the treasurer at the close of the fiscal year. This report shall be read at the next regular meeting of the members of the Chapter. ARTICLE XI – INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
Section 1.
A.Indemnification of Directors, Officers, and Employees:
Indemnification of Directors, Officers, and Employees:The Chapter shall indemnify every person who is or was a trustee, director, officer, or employee of the Chapter, or who is serving or has served at its request as a director, trustee, officer, or employee of any other corporation (hereinafter referred to as “other corporation”) against reasonable expenses, including attorneys’ fees and disbursements, judgments, decrees, fines, penalties, and amounts paid in settlement, in connection with any pending or threatened claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) in which they may be involved or threatened to be involved as a party or otherwise, by reasons of being or having been such director, trustee, officer, or employee; provided a determination is made in the manner provided in b. of this section that such person: 1)was not willfully negligent or guilty of willful misconduct in the performance of duties to the Chapter or other corporation of which the individual is or was a director, trustee, officer, or employee;
was not willfully negligent or guilty of willful misconduct in the performance of duties to the Chapter or other corporation of which the individual is or was a director, trustee, officer, or employee;2)acted in good faith in what they reasonably believed to be the best interest of the Chapter or other corporation;
acted in good faith in what they reasonably believed to be the best interest of the Chapter or other corporation;3)in any matter the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that their conduct was unlawful; and
in any matter the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that their conduct was unlawful; and4)in the case of amounts paid in settlement, that such settlement is or was reasonable and in the best interest of the Chapter or other corporation; provided, however, that if at any time any provisions are contained in the laws of the State of California prohibiting indemnification in respect of any claim, action, suit, or proceeding except upon a determination of the extent thereof in the manner provided therein, then indemnification in respect thereof shall be made only in accordance with such provisions.
in the case of amounts paid in settlement, that such settlement is or was reasonable and in the best interest of the Chapter or other corporation; provided, however, that if at any time any provisions are contained in the laws of the State of California prohibiting indemnification in respect of any claim, action, suit, or proceeding except upon a determination of the extent thereof in the manner provided therein, then indemnification in respect thereof shall be made only in accordance with such provisions.The determination as to 1), 2), 3), and 4) in the preceding paragraph may be made by an adjudication of a court of competent jurisdiction. All determinations, except those made by such prior adjudications, shall be made:
1)by a majority vote of a quorum consisting of disinterested directors of the Chapter (namely directors who are or were not parties to or threatened with any such claim, action, suit or proceeding);
by a majority vote of a quorum consisting of disinterested directors of the Chapter (namely directors who are or were not parties to or threatened with any such claim, action, suit or proceeding);2)if such a quorum is not obtainable or, even if obtainable, if the quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
if such a quorum is not obtainable or, even if obtainable, if the quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or3)by the members in like manner to the procedure for amending the Chapter bylaws.
by the members in like manner to the procedure for amending the Chapter bylaws.In making a determination, the disinterested directors may conclusively rely upon an opinion as to facts or law or both, of independent legal counsel selected by them. The termination of a claim, action, suit, or proceeding by judgment, settlement, conviction, or upon a plea of guilty or of nolo contendere or its equivalent shall not of itself create a presumption that the trustee, director, officer, or employee was negligent or guilty of misconduct in the performance of duty to the Region or other corporation while a director, trustee, officer, or employee did not act in good faith in what they reasonably believed to be the best interests of the Chapter or other corporation, or, in any manner the subject of a criminal action, suit, or proceeding, had reasonable cause to believe that their conduct was unlawful.
Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Chapter to the trustee, director, officer, employee, or their legal counsel prior to the final disposition thereof upon receipt of an undertaking by the trustee, director, officer, or employee to repay such amount as shall not ultimately be determined to be payable to them hereunder.
The rights of indemnification provided hereunder shall not be deemed exclusive of other rights to which any such trustee, director, officer, or employee now or hereinafter may be entitled, shall continue to a person who has ceased to be a trustee, officer, director, or employee, and shall inure to the benefit of such person’s heirs and legal representatives.
ARTICLE XII - AMENDMENTS
Section 1.
A.Proposed amendments to these Chapter bylaws shall first be submitted to the Institute secretary for approval, in the manner and form prescribed by the Institute. After Institute secretary approval, they shall then be publicized or otherwise sent to each member two weeks prior to a regular meeting or special meeting.
Proposed amendments to these Chapter bylaws shall first be submitted to the Institute secretary for approval, in the manner and form prescribed by the Institute. After Institute secretary approval, they shall then be publicized or otherwise sent to each member two weeks prior to a regular meeting or special meeting. Section 2.
A.An affirmative vote by at least two-thirds of the board is required to approve an amendment to these bylaws, except when required by California law or determined by the board, an affirmative vote of at least two-thirds of the voting members present at the next regular or special meeting or of those voting by ballot.
An affirmative vote by at least two-thirds of the board is required to approve an amendment to these bylaws, except when required by California law or determined by the board, an affirmative vote of at least two-thirds of the voting members present at the next regular or special meeting or of those voting by ballot.Click here to add text.
