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Constitution & Bylaws
Article 1 - Definition
Article 2 - Membership
Article 3 - Admission and Separation
Article 4 - Dues and Assessment
Article 5 - Meetings
Article 6 - Board of Directors and Officers
Article 7 - Duties and Powers
Article 8 - Committees
Article 9 - Affiliation
Article 10 - Amendments
Article 11 - Affiliate Membership
ARTICLE I
DEFINITION
American Council of Engineering Companies of
SC is a state-wide
organization of independent consulting engineering firms and engineers incorporated as a
non-profit Corporation under the statutes of South Carolina.
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ARTICLE
II
MEMBERSHIP
Section 1
Membership classifications in
ACEC-SC
are as follows:
A. Member Firm.
Firm membership shall consist of firms whose major occupation is the practice of
consulting engineering and who meet the requirement of Section 2 of this article.
B. Life Member.
Any principal may, by request, be elected as a Life Member of ACEC-SC, by the board. Life
Members shall not be entitled to vote or hold elective office. They shall not pay any dues
or assessments to ACEC-SC or ACEC.
C. Affiliate Member. One
that does not qualify as a Member Firm or Life Member and meets the qualifications of new
Article XI Affiliate Membership.
Section 2
For the purpose of determining the
eligibility for membership in this Organization, the term, ‘Member Firm’ shall
mean sole proprietorship, partnership, corporation, or professional association
represented to the public as being available for, and whose principal activity includes,
the private practice of consulting engineering which does, and is legally authorized to
practice engineering, as evidenced by a Certificate of Authorization from the State Board
of Registration for Professional Engineers and Land Surveyors, or professional engineer
registration if a sole proprietor. As a condition of membership, all ACEC-SC members must be
members of the American Consulting Engineers Council.
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ARTICLE
III
ADMISSION AND SEPARATION
Section 1
Candidates for membership in any
classification shall be sponsored by a Member Firm and by application of the candidate.
The name of the candidate shall be submitted to the Board of Directors, which shall
investigate eligibility. Upon favorable finding, the Board may vote the applicant from the
designated classification into the membership.
Section 2
Any member of any classification shall be
subject to removal or suspension from membership if (1) that member ceases to qualify for
membership under the bylaws; (2) if any dues or assessments are in arrears more than
ninety days.
Section 3
Reinstatement shall be by reapplication.
Prior to reinstatement all outstanding debts to ACEC-SC must be paid.
Section 4
ACEC-SC shall hold harmless and indemnify any
person acting on behalf of ACEC-SC, in matters relating to this Article, against any losses,
claims, damages or liabilities, joint or several, to which he may become
subject, provided he has acted in good faith and in a manner which he reasonably believes
to be in, or not opposed to, the best interest of ACEC-SC.
Section 5
Any member in any classification may
voluntarily terminate or suspend his membership upon written notice to the Secretary. A
suspended member may be reinstated upon thirty days’ written notice to the Secretary
and payment of dues and assessments for the current year, provided the applicant for
reinstatement possesses the qualification for membership as outlined in this Article.
However all dues and assessments due at the effective date of withdrawal are due and
payable at once.
Section 6
Upon termination or expulsion of members of
any classification, all rights and interests in any funds or assets of ACEC-SC are lost to
that member.
Section 7
Affiliate members refer to Article XI.
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ARTICLE
IV
DUES AND ASSESSMENTS
Section 1
The fiscal year shall be July 1 of one
calendar year to June 30 of the next calendar year.
Section 2
Dues shall be paid by Member Firms
according to index number. The index number shall be the square root of the total firm
personnel carried to the next highest whole number in case of fractional dividend.
However, no index number shall exceed 20. Affiliate members shall pay dues as determined
by the Board on an annual basis.
Section 3
A budget shall be proposed by the Board at
the Annual Membership meeting for the next fiscal year, and an affirmative majority vote
of the firms present shall so authorize receipts and expenditures.
Section 4
The Board, by a majority vote, shall be
empowered to propose a special levy, if it is considered that the financial condition of
ACEC-SC so warrants, or if funds are required for some special purpose, subject to
ratification by a majority vote of a quorum at a Membership meeting.
Section 5
Member Firms shall report upon request on
appropriate ACEC or ACEC-SC forms on an annual basis the total number of personnel within the
firm for dues purposes.
Section 6
Dues and other funds of the Organization
shall be maintained in such depositories as the Board shall determine.
Section 7
Dues to be paid by new members will be
pro-rated
according to number of all quarters remaining in the fiscal year.
Section 8
The Board of Directors may establish
special dues programs for new member incentives.
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ARTICLE
V
MEETINGS
Section 1
A. There shall be a
minimum of an annual membership meeting to be held at an hour and place designated by the
Board. The Board may call additional regular membership meetings.
B. Special membership meetings called for a specific purpose
may be called by the board or upon written request of not less than five member firms.
Written notices specifying the purpose of the meeting shall be mailed to all
member firms and members of all classifications not less than ten days in advance.
C. Twenty-five percent of the member firms, or not less than ten
member firms, whichever is the greater number, including at least three members of the
Board, shall constitute a voting quorum for the transaction of business at any membership
meeting and a majority vote, with each member firm being allowed one vote, shall be
required to approve a motion. Exceptions are stated in Articles IV, IX and X of the
bylaws.
Section 2
At least six Board meetings shall be held
each fiscal year. A special meeting may be called by the President or any three board
members upon due notice. A majority of the members of the Board at any properly called
board meeting shall constitute a quorum. An affirmative vote of a majority of Board
members present at any meeting shall be required to pass a motion, except as provided in
Article VII of the bylaws.
Section 3
The proceedings of any meeting shall be in
accordance with the latest edition of Robert’s Rules of Order, and such special rules
of procedure as may be adopted by the Board.
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ARTICLE VI
BOARD OF DIRECTORS AND OFFICERS
Section 1
The board shall consist of nine members,
three of whom shall be elected each year for three-year terms. The Immediate Past
President and the ACEC National Director shall be non-voting ex-officio members of the
Board, in addition to the above. It is the intent of this section that a continuity of
service on the Board shall be established through staggered terms of office for board
members. Board members elected for part of an unexpired term shall be eligible for
election to a full three-year term.
Section 2
Early in each calendar year, the President
shall appoint the three immediate past presidents to serve as the nominating committee,
which will have the responsibility of presenting a slate of candidates for Board
membership to be voted upon at the membership meeting. The members of the nominating
committee shall represent their different member firms, and the president shall make
substitute nominating committee appointment, from the membership eligible to vote, for any
of the three immediate past presidents who are unable to serve for any reason. Board
members shall take office upon election.
Section 3
The nominating committee shall present a
slate of nominees for the Board to the President at least thirty days prior to the annual
board election membership meeting, and he shall mail to all members the list of nominees
fifteen days prior to the annual board election membership meeting. Nothing herein shall
preclude further nominees from the floor during the annual board election membership
meeting. All nominees must be willing to serve.
Section 4
No member firm shall have more than one
representative serving on the board at any one time, except the Immediate Past President
ex-officio and the National Director, ex-officio. No member shall serve on the board for
more than six consecutive years excepting the Immediate Past President ex-officio.
Section 5
In accordance with Article V of the
Articles of Incorporation the Board shall elect a President, Vice President, Secretary and
Treasurer (the latter two may be one person).
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ARTICLE VII
DUTIES AND POWERS
Section
1
A. The Board of
Directors shall seek to fulfill the purpose of and manage the affairs of ACEC-SC in
accordance with the laws under which it is organized and within the provisions of the
Articles of Incorporation and Bylaws. It shall direct the investment and care of all funds
and make appropriations for specific purposes; act upon applications for membership; take
measures to advance the profession of engineering and the interests of ACEC-SC; designate the
appointive offices; perform the specific duties required of it by the bylaws and generally
direct the business Organization. During intervals between general membership meetings,
the Board is to act for the membership in such a way as may be to the best interest of the
Organization.
B. In the event of
a vacancy on the Board by reason of resignation, removal, death, inability to serve, or
other reasons, the vacancy shall be filled as follows until the next Annual Board election
Membership meeting.
- The Vice President shall become the
President when the presidency is vacated between elections.
- A vacancy on the Board other than
President shall be filled by a majority vote of the Board.
C. An office on the Board shall be considered vacant if the
member, without just cause, has failed to attend three consecutive meetings of that body
or if he ceases to be a member in good standing; any director may be removed from his
position by a three-fourths majority affirmative vote of the Board.
D. The Board may engage an executive
director, employees, agents, or attorneys to perform such duties as it deems necessary and
shall determine the compensation for such services.
E. The Board shall make an annual report
for the preceding fiscal year at the Annual membership Meeting. The Annual Report shall
include the reports of the Treasurer and the Secretary, and such other information as may
be deemed by the Board of Directors to be appropriate.
Section 2
The President shall be the chief elected
officer and shall have responsibility for the general management of its affairs. He shall
preside over all general membership meetings and the meetings of the board of directors.
He may assign administrative responsibilities for committees to other members of the
board. He shall be an ex-officio member of all committees, but he shall not be counted in
determining the presence of a quorum for the transaction of business by any committee. In
the temporary absence or disability of the President, the Vice-President shall discharge
the duties of the President.
Section 3
The Vice-President may be assigned duties
including the administration of committees and shall preside at any meeting at the request
of the President.
Section 4
The Treasurer, being the financial officer
of the organization shall review each annual financial report and shall report thereon to
the board of directors. He shall be responsible for the collection of all money due and
for the transfer of such money to the appropriate bank accounts. He shall have charge of
the books of account and shall exercise all customary managerial functions with regard to
the financial transactions. He shall present annually to the Board of Directors a balance
sheet of the books, as of May 30. He shall be responsible for submitting a proposed budget
to the Board and to mail a copy to each member firm at least fifteen days before the
annual membership meeting. He shall have charge of all funds and financial records. He and
the President shall have Power-of-Attorney for the signature of checks drawn upon the
funds of the organization. The Treasurer shall be empowered to defray the normal operating
expenses of the organization based on the amounts designated in the budget established
each fiscal year. He shall notify each delinquent member firm prior to the invocation of
the suspension rule in Article III, Section 2. The Treasurer shall retain a CPA to prepare
an annual audit of the corporation and prepare tax returns for ACEC-SC and file such
documents with the Internal Revenue Service as is required.
Section 5
A. The Secretary, or his designee,
shall keep an accurate record of minutes and attendance at all meetings of the
Organization and the Board. The Secretary shall preserve the lists of memberships,
officers and committees, and other information to maintain a continuous record of
ACEC-SC. He
shall be responsible for communications with members.
B. The Secretary will act as the agent upon whom process
against the corporation may be served. He shall file an annual report to the Secretary of
State of South Carolina containing the names of the Corporation Directors and the
addresses of the principal office of the Corporation, upon requirement of the state law.
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ARTICLE
VIII
COMMITTEES
Section 1
The President shall have the authority to
appoint annually a chairperson and committees consistent with ACEC-SC’s mission.
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ARTICLE
IX
AFFILIATION
Section 1
ACEC-SC reserves the right to affiliate with
or withdraw from any other professional organization.
Section 2
Affiliation, or withdrawal, shall be voted
upon using the same procedures as Article X. A two-thirds majority affirmative vote of the
total voting quorum of a general membership meeting shall be required for affiliation
with, or withdrawal of this Corporation from, any other Professional Organization. The
effective date shall be as stated in the question of the vote.
Section 3
Upon joining ACEC-SC, all classes of
membership shall adhere and be subject to all the rules, regulations, Articles of
Incorporation, or Constitution, and Bylaws of any affiliations that are conditional to
membership.
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ARTICLE
X
AMENDMENTS TO THE ARTICLES OF INCORPORATION AND
BYLAWS
Section 1
An amendment may be proposed by any member
firm. In such event, the proposed amendment, in writing, shall be presented to the Board
for discussion and disposition. On a majority affirmative vote of the board, the proposed
amendment shall be presented to the next membership meeting or an amendment may be
proposed by five member firms and shall be presented directly to a membership meeting.
Section 2
A written copy of the proposed amendment
and a notice stating the time and place of the meeting at which the proposed amendment
will be considered, shall be sent to each member in each classification at least ten days
prior to said meeting.
Section 3
Articles of Incorporation or Bylaws may be
amended by an affirmative vote of not less than two-thirds of a voting quorum. The
effective date of any amendments shall be immediate.
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ARTICLE XI
AFFILIATE MEMBERSHIP
Section 1 -
Purpose
Certain providers of goods and services
commonly employed by members in conduct of their work are known to be highly reliable
sources of information useful to consulting engineers. The same providers are in a
position to act as informal liaisons between ACEC-SC and organizations and
individuals with whom they work. By permitting appropriate representatives of provider
organizations to participate more substantially in ACEC-SC activities, the potential for
enhanced communication, cooperation and coordination can be realized. Accordingly,
ACEC-SC
has established an affiliate membership category.
Section 2 - Eligibility
Any organization, other than consulting
engineering firms, which provides products and/or services routinely used, specified or
recommended to clients by members of ACEC-SC may be eligible for affiliate membership.
Section 3 - Election to Affiliate
Membership
1. Procedure. Any organization
desirous of becoming an affiliate member of ACEC-SC may make its wishes known in writing to
the Board. Before being considered, such organization shall provide the name of at least
one ACEC-SC member who shall sponsor the potential affiliate member. Each such request for
affiliate membership shall be reviewed by the Board of Directors. If the Board believes
that granting affiliate membership to the interested party will be in the best interest of
ACEC-SC, members shall be advised in writing and shall be given a period of three weeks to
comment on the applicant. Failing any negative comment, an invitation to become an
Affiliate member of ACEC-SC shall be issued to the interested party.
2. Review Considerations. In reviewing the
desirability of issuing an invitation to any given prospective affiliate member firm, a
member of the board shall first speak with the sponsoring ACEC-SC member to determine the
basis for such sponsorship. The board shall review the composition of the current
affiliate membership to determine the extent to which a given product or service category
already is represented by existing affiliate membership, to help assure that any available
affiliate memberships are used to enhance diversity of services and products represented
by affiliate members. If the review indicates it would be desirable to include the
prospect among the ACEC-SC affiliate membership, the Board shall contact other
ACEC-SC members
and nonmembers identified as
references by the prospect, to help assure the
prospect is known for conducting itself in a professional manner.
3. Member Comment. If after notification, a board
member shall voice negative comments about the prospective affiliate member within the
time period provided, an invitation shall not be issued to the prospective affiliate
member until the Board obtains more information about the basis of the negative comment.
4. Rejection. If for any reason an invitation shall
not be extended to an organization seeking affiliate membership in ACEC-SC, the organization
shall be so informed.
Section 4 - Duration of Membership
An organization’s affiliate membership
shall continue only through the last day of the fiscal year during which affiliate
membership was conferred. The Board shall
issue invitations for annual affiliate membership renewal only to those organizations
which, in the opinion of the Board, enrich the value of membership for ACEC-SC members.
Section 5 - Limited Number
The number of affiliate members permitted
to belong to ACEC-SC at any given time shall be determined by the Board on an annual basis
and as a general rule should not exceed 25-35 percent of the number of ACEC-SC member firms.
No affiliate member shall be asked to leave during a fiscal year solely because a loss of
ACEC-SC members reduces the number of affiliate members who may belong to
ACEC-SC.
Section 6 - Representation
Each affiliate member shall be permitted
three representatives. As part of the review process, prospective affiliate member shall
identify who these three representatives shall be, and provide biographical information
about each. At such time as representatives are changed, biographical information shall be
furnished to and reviewed and approved by the Board before the replacement is accorded
official representative status.
Section 7 - Participation in
ACEC-SC Affairs
An affiliate member representative may
serve on any ACEC-SC committee, and may attend and participate in ACEC-SC membership meetings.
In all such activities, however, the affiliate member representative involved shall serve
without vote, in an advisory capacity only.
Section 8 - Dues and Fees
There shall be no affiliate membership
application fee because organizations may become members and maintain membership from
year-to-year only at the invitation of the Board. However, affiliate members shall be
required to pay dues to the ACEC-SC. Such dues shall be established each year by the Board of
Directors.
Section 9 - Relationship to ACEC
ACEC-SC is a member organization of the
American Consulting Engineers Council, and as such, each ACEC-SC member also is a member of
the American Consulting Engineers Council. Affiliate members may not belong to the
American Consulting Engineers Council, however, and therefore no benefits accorded to
members of the American Consulting Engineers Council shall be afforded to affiliate
members of ACEC-SC.
Section 10 -
Notice of Affiliate Membership
An affiliate member may not use affiliate
membership status in the organization for any commercial purpose, except it may list its
affiliate membership in proposals and similar documents of short-term longevity. In that
affiliate membership in ACEC-SC may not be renewed by the Board from one year to the next,
use of symbols and/or words indicating affiliate membership on or in materials such as
brochures, letterheads, and business cards is expressly forbidden. In all cases, an
affiliate member shall obtain permission for a specific application or category of
application prior to implementing such application, and shall receive written permission for the application prior to
implementing it.
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