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Articles of Incorporation
Article I - Name and Location
Article 2 - Purpose and Objectives
Article 3 - Type of Corporation and Powers
Article 4 - Government of ACEC-SC
Article 5 - Voting Power of Membership
ARTICLE I
Name and Location
Section 1
The name of this organization shall be American
Council of Engineering Companies of SC, hereafter referred to as Organization,
ACEC-SC, or Corporation.
Section 2
The headquarters of this Organization shall be located in
the State of South Carolina as determined by the Board of Directors, herein referred to as
Board.
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ARTICLE II
Purpose and Objectives
Section 1
The basic purpose of ACEC-SC is to provide a single state
organization for consulting engineers in private practice by replacing, supplanting, or
effecting the merger of or affiliation with all organizations of consulting engineers
operating in the State of South Carolina; to take advantage of affiliation with other
professional organizations whose aims and objectives are consistent with the aims and
objectives of this Corporation, and through the medium of this Corporation, to foster the
objectives hereafter set forth.
Section 2
The specific objectives of ACEC-SC are:
A. To foster and safeguard ethical standards of engineering and to aid
in the advancement of the science of engineering through educational and research
activities.
B. To insure that ethical professional standards for independent
consulting engineers are maintained.
C. To promote the professional and economic welfare of its members.
D. To act as a clearinghouse and information center on all matters of
mutual interest to its members.
E. To advance the value of the consulting engineer to the public,
disseminate public information regarding the work of the consulting engineer, and to
protect the public interest in engineering matters.
F. To promote harmony, cooperation, and mutual understanding among
consulting engineers engaged in private practice by:
(1) Providing a forum for interchange of professional and business
information among consulting engineers and consulting engineering firms.
(2) Improving employment conditions for the benefit of the entire
profession.
(3) Identifying areas where programs need to be pursued as a unified
body for the mutual benefit of consulting engineers.
(4) Improving working relations with contractors and their
associations, architects and their associations, and other similar groups.
(5) Improving working relations with engineers in industry,
construction, government and education through their associations and societies.
D. To have affiliate members to gain harmony, cooperation, and mutual
understanding between Consulting Engineers and representatives from construction, industry
and manufacturers suppliers.
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ARTICLE III
Type of Corporation and Powers
Section 1
ACEC-SC shall be exclusively a not-for-profit business being within the meaning of Section
501 (c) (6) of the Internal Revenue Code of 1954 as may be amended from time to time and
the statutes of the State of South Carolina.
A. No part of the Corporations net income shall inure to the benefit of any individual or
class member and the Corporation shall not have or issue shares of stock or pay dividends.
B. In the event of dissolution of the Corporation, whether voluntary or
involuntary, all assets of the Corporation then remaining shall be distributed by the
Board in such proportions as they shall determine, to one or more state-wide organizations
exempt from taxation under Section 501 (a) and 591 (c) of the Internal Revenue Code, or to
the Federal, or State Government for a stated purpose.
Section 2
ACEC-SC shall have all powers inherent under applicable
Federal and State statutes, but shall not have the power to borrow or loan moneys. The
duration of ACEC-SC shall be perpetual.
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ARTICLE
IV
Government of ACEC-SC
Section 1
The affairs of this Organization shall be governed by a Board of Directors of not less
than nine members elected in accordance with the By-Laws. The Board shall elect from
within its membership a President, Vice President, Secretary, and Treasurer (herein
defined as Officers), at the Board meeting immediately following the Annual Board Election
Membership meeting to be installed at the end of the Annual Meeting. The position of
Secretary and Treasurer may be held by one person.
Section 2
Officers and Directors shall assume the duties as stated in
the By-Laws.
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ARTICLE V
VOTING POWER OF GENERAL MEMBERSHIP
Section 1
Voting power shall be vested in the Member class only. Each
member shall have voting rights and the total of all members, as entered into the records
of the Corporation, shall equal to the total voting power of this corporation.
Section 2
Voting shall take place at a membership meeting unless
otherwise set forth. If a voting quorum is not in attendance, a mail ballot shall be used
for voting, if all requirements as set forth are met, except that a budget previously
approved by the Board of Directors may be adopted by majority vote of the members present
at the Annual Meeting.
Section 3
Mail ballot shall be marked, "Ballot to be returned by
(insert date of return)", which marking shall allow a period of not less than fifteen
days nor more than thirty days from the date of mailing. Within thirty days after the date
of return, the President shall advise the membership of the results of the ballot. Letter
ballot shall become effective on the date of return. A mail voting quorum shall be a
majority of the total voting power of the Corporation.
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