ARTICLE I – NAME
Section 1 The name of this organization is the Philadelphia 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., hereinafter referred to as the “Institute.” The Chapter is incorporated in the Commonwealth of Pennsylvania as a non-profit corporation.
Section 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 Middle Atlantic region hereinafter referred to as the “Region.”
ARTICLE II – GOVERNING AUTHORITY
Section 1 The Chapter is governed and operated in accordance with the laws of the Commonwealth of Pennsylvania, The Certificate of Incorporation of the Chapter, these bylaws, the provisions of the Institute 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 of directors issued through its officers.
ARTICLE III – PURPOSE AND POLICY
Section 1 The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of the Institute.
Section 2 The name, funds or influence of the Chapter may be used only in support of this purpose.
Section 3 The Chapter endorses a nondiscrimination policy as to membership and does not restrict membership based on a classification ratio or any other practice.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 The management and direction of the Chapter shall be delegated exclusively to its board of directors, hereinafter referred to as the “Board.”
Section 2 The Board shall comprise not less than twelve members as follows: President, President-Elect, Vice President, Secretary, Treasurer, six Directors, and the Immediate Past-President who shall serve as an Advisory Member. If the chapter includes one or more student affiliates, a student affiliate representative from each student affiliate chapter shall be a non-voting member of the Board.
Section 3 The board shall consider requests for change to retired or emeritus status, and submit certified requests to the institute.
Section 4 All members of the Board are eligible for voting on Chapter business except the student affiliate representative(s).
Section 5 Each Board member shall maintain membership in good standing in the Institute and Chapter throughout the term of office.
Section 6 The Board shall select all standing and special committees and designate their duties. When appropriate, the Board shall appoint a “student affiliate committee” of three or more members. All committee chairs shall be members of the Chapter.
Section 7 The Board shall authorize compensation for justifiable expenses or budget funds in advance of such expenses. The Board shall require signed records of such expenses by the members who are paid such funds.
Section 8 The Board shall schedule a minimum of nine business meetings each year, once per month from September through June except December at a minimum. Special Board meetings shall be held in person or via webinar upon the call of the President, or a majority of the Board, upon seven days written or electronic notice.
Section 9 A majority of the Board, which is seven members, shall constitute a quorum.
Section 10 Should a vacancy occur in any office of the Chapter, the Board shall by two thirds affirmative vote of the entire Board, fill such vacancy by appointment, for the duration of the unexpired term. The Chapter Secretary shall notify the Institute and the Region secretary of such appointment.
Section 11 By a majority vote of its entire membership, the Board may request resignation from office of any member of the Board who fails to perform the responsibilities of their elected or appointed office; continued failure to attend Board meetings shall be cause thereof, but not a limit thereof.
ARTICLE V – OFFICERS OF THE BOARD OF DIRECTORS
Section 1 The President shall serve as Chair of the Board, shall preside at all Chapter meetings, shall select the chair of temporary committees, shall be an ex-officio member of all committees, and shall sign all agreements and formal instruments, except as otherwise noted.
Section 2 The President-Elect and Vice President shall assist the President in the performance of duties and shall perform other duties as assigned by the Board.
Section 3 The President-Elect or Vice President shall serve as chair of the meetings, in order, upon the absence of the President.
Section 4 The Secretary shall send notices by electronic means at least seven days in advance of all meetings of the Board and of the Chapter and shall keep accurate minutes thereof. The Secretary shall handle all correspondence; shall keep a roster of members and committees; shall prepare and co-sign all agreements and formal instruments, except those pertaining to the office of Treasurer; shall perform other duties assigned by the President or Board; and shall submit a report of their office at the Annual Meeting.
Section 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 perform other duties assigned by the President or Board; and shall submit a report of their office at the Annual Meeting and at meetings of the Board. The President-Elect shall perform the functions of the Treasurer in the absence or incapacity of the Treasurer. Either the Treasurer or the President-Elect shall sign all checks issued by the Chapter. In the event of the incapacity of both the Treasurer and President-Elect, the President is empowered to sign checks issued by the Chapter.
ARTICLE VI- NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1 The following officers and directors shall be elected annually: President, President-Elect, Vice President, Secretary, Treasurer, and two Directors.
Section 2 The Immediate Past-President shall automatically become the Advisory Member of the Board without election, following service for one or two terms as President. If the past president is not available to serve, the previous past president shall be asked to serve as the Advisory Member. The President-Elect automatically assumes the office of President, without election, when the current President becomes the Immediate Past-President.
Section 3 The term of office of Director shall be three years, and the terms shall be staggered such that two shall expire each year.
Section 4 Each elected Board Member shall take office on July 1 and shall serve, except for three year Directors, for a term of one year.
Section 5 The President and President-Elect shall not hold the same office for more than two consecutive terms.
Section 6 A Nominating Committee shall be appointed by the Board not later than January 1. The Nominating Committee shall prepare a list of nominees, showing at least one name for each elective office of the Board, and shall present the list to the Chapter not later than the regular meeting in February. These nominations will be announced at the February chapter meeting. Within ten calendar days thereafter any member who wishes to make additional nominations may do so by (1) obtaining consent of such nominee to serve if elected; (2) securing seconding of such nominee; and (3) giving names of such nominees to the Nominating Committee Chair, who will enter names of such additional nominees on the ballot. The Nominating Committee shall prepare the ballot, which shall include the original list of nominees and those nominated by membership at large and shall submit a copy thereof, together with a notice of the time and place of the meetings at which voting will occur and the ballots will be counted, to each member of the Chapter at least two weeks prior to such meeting. This meeting shall be held not later than the 31st day of March. Elections shall be held at this meeting, which typically is the normal March Chapter meeting..
Section 7 Election shall be by majority of votes for each office except when there are more than two nominees for an office, in which case election shall be by a plurality.
Section 8 The ballots shall be handed out before voting and then tallied at the meeting by tellers appointed by the chair of the meeting and the results shall be reported to the members. If there is only one candidate for each office, the Board may choose to perform an open vote (show of hands, or voice vote) in lieu of ballots.
Section 9 Not later than the date designated by the Institute, the Chapter Secretary shall notify the Institute office and Region secretary of the results of the election, and shall submit a complete listing of the Chapter officers for the coming year, with contact information.
Section 10 Emerging Professional Members are eligible to hold any elected Chapter office and to vote in Chapter elections.
ARTICLE VII – MEMBERSHIP
Section 1 The qualifications for membership shall conform to the requirements specified in the bylaws of the Institute.
Section 2 Membership in the Institute is prerequisite to membership in the Chapter.
Section 3 The provisions of the Institute bylaws for disqualification, suspension, expulsion and reinstatement shall govern for the Chapter.
ARTICLE VIII- MEETINGS OF MEMBERS
Section 1 The Annual Meeting of the Chapter shall be held prior to the end of the current 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, and the Treasurer shall submit an Annual Report on the finances of the Chapter. A copy of these reports shall be sent to the Region secretary.
Section 2 No business requiring a vote shall be conducted at a membership meeting consisting of less than twenty percent of the voting members.
Section 3 Regular meetings shall be held monthly, except when otherwise decreed by the Board. Not less than nine regular meetings shall be held in the fiscal year unless otherwise agreed by action of the Chapter at a regular meeting or special meeting of the Chapter.
Section 4 Special meetings may be called whenever a majority of the Board deems it necessary, or upon written request by not less than ten percent of the Chapter membership. The business at special meetings shall be limited to that for which the meeting was called.
Section 5 Copies of the minutes of regular and special meetings shall be distributed to the members and mailed or sent electronically to the Region secretary and members of the present Chapter Board.
Section 6 These bylaws together with the applicable provisions of the bylaws of the Institute and Robert’s Rules of Order Newly Revised shall govern the conduct of business of the Chapter.
ARTICLE IX – FISCAL ADMINISTRATION
Section 1 The fiscal year shall be from July 1 through June 30.
Section 2 The annual chapter dues shall be set by the Board. Any change in the dues structure shall be approved by a two-thirds affirmative vote 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 Institute and Chapter dues shall be paid to the Institute office, with the Chapter dues being returned to the Chapter by the Institute.
Section 4 The Board shall engage a qualified firm or individual to audit the books and transactions of the Treasurer or appoint a committee to review the books and transactions of the Treasurer at the close of the fiscal year. The Vice-President shall chair this committee. This report shall be available to the members of the Chapter and the Institute.
Section 5 At the close of the fiscal year, the Chapter 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 X – AMENDMENTS
Section 1 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 Following publication, 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 is required to approve an amendment to these bylaws.
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These bylaws have been amended, submitted to the Institute for approval and approved by the Institute on 24 September 2012. The bylaws were then submitted to the Chapter membership for approval and approved by the Chapter membership on 26 November 2012.