BYLAWS
Of
(Approved by the Membership on
September 12, 1998, log of amendments/changes on last page)
ARTICLE I
Name, Principle Office, Purpose and Restrictions
1.01 Name. The name of the Society is the California
Society of Professional Engineers. (Society, or CSPE). The
Society is a
1.02 Principal
Office. The Administrative Office of the
Society shall be in
1.03 Purpose. The purpose of the Society is to advance and promote the Profession of Engineering.
1.04 Restrictions. All policies and activities of the Society shall be consistent with:
(a) Applicable federal, state and local antitrust and trade regulation laws;
(b) Applicable tax-exemption requirements including that no part of the Society’s net earnings inure to the benefit of any private individual; and
(c) All other legal requirements including the California Nonprofit Corporation Law under which this Society is incorporated and to which its operations are subject.
1.05
1.06 Administrative Year. The Administrative Year of the Society shall be July 1 through June 30, unless otherwise determined by the Board.
ARTICLE II
Members
2.01 Membership Qualifications. Membership in the Society shall consist of those interested in the engineering profession. The members shall be designated as Licensed Member, member, Fellow Member, Honorary Member or Student Member and such other categories as designed by the Board. Certain categories of member status can exist within the above grades as established by the Board.
2.02 Voting and Holding Office. All members other than Honorary Members and Student Members shall have voting privileges in the Society except that only Licensed Members may hold State elective offices.
Licensed Member - A License Member shall be defined as a person holding a valid license or certificate of registration as a professional engineer, issued under the laws of any state, territory, possession, or district of the United States, or a province, or territory of Canada; or the equivalent under the laws of any country, or a retired engineer who obtained and retained a valid license or certificate while in active practice in the profession until retirement.
Member - A Member shall be defined as a person of high moral character who is:
(a) A certified engineer-in-training (Engineering Intern), or the equivalent under the laws of any country, or
(b) A graduate engineer - A graduate engineer is one who has graduated from an engineering curriculum accredited by the Accreditation Board for Engineering and Technology (ABET); or has graduated from an engineering curriculum which is accredited by ABET within six years of graduation; or has been awarded a graduate engineering degree from a college or university which has one or more graduate curricula accredited by ABET. For a graduate of an engineering curriculum in a foreign country, the applicant shall possess educational background equivalent to that attained from an engineering curriculum accredited by ABET.
(c) A member shall advance to Licensed Member grade as soon as eligible by licensure.
Student Member - A Student Member is a person defined as one who is enrolled in an ABET-accredited engineering program or an engineering or pre-engineering program that leads to engineering licensure. A full-time graduate student in engineering may chose any grade for which eligible, including student member.
Fellow Member - A Fellow shall be a Licensed Member and approved by a peer review of Fellows. The peer review shall take into account, but not be limited to, such considerations as professional status and outstanding service to NSPE/CSPE, the engineering profession and the public.
Honorary Member - An individual, whose knowledge and accomplishments deserve special recognition for contributions to the engineering profession. An Honorary Member shall not have voting privileges, may not hold office, and shall be exempt from paying dues. An Honorary membership shall be awarded upon the approval of two-thirds of the Board of Directors. At no time shall there be more than ten living Honorary Members of the Society.
Any current member holding a grade and not eligible for one of these grades shall be retained in the grade of Member until eligible for another grade of membership.
A member may be expelled from the Society or otherwise disciplined for cause as provided in these Bylaws.
2.03 Member in Good Standing. A member in good standing is one who has paid current dues and assessments. Elected Officers who are placed in a delinquent status because of non payment of dues shall lose all powers and authority of such office until proof of reinstatement has been established.
2.04 Member Termination. A membership shall be suspended or terminated whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of member, on reasonable notice to the Society; (b) expiration of the period of membership unless the members is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; and (d) occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.
2.05 Member Discipline. A member may be publicly reprimanded, fined, suspended or have his/her membership terminated for cause by the Board after following this procedure:
2.06 Cause. Cause shall include a significant abuse of the authority conferred upon a member by the Society or a failure, in serious degree, to observe the Society’s rules of conduct as prescribed by the Board in these Bylaws or otherwise. The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefor. The member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board shall determine whether cause exists and the appropriate discipline, if any.
2.07 Private Reprimand/Lesser Discipline. The Board is not required to follow the procedure when imposing lesser discipline such as private reprimand.
2.08 Member Obligation to Follow Society Rules. These Bylaws constitute a binding legal agreement between the Society and its members which may be supplemented by amendments and action of the Board. Each member of this Society agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board or voting members of the Society.
2.09 Member Liability. No member of the Society shall be personally or otherwise liable for any of the debts or obligations of the Society.
ARTICLE III
Membership Organizations
3.01 Chapters, Regional Councils, Practice Divisions and Interest Groups. The membership of the Society shall be organized in Chapters and/or Regional Councils. The Board may authorize the creation of, or dissolution of Chapters, Regional Councils and Practice Divisions of employment practice and Interest Groups.
3.02 Affiliation Agreements. Chapters, Regional Councils, Practice Divisions and Interest Groups affiliate with the Society through the use of affiliation agreements which shall address, representation, administrative procedures, authorities, functions, dues, tax returns, and insurance as adopted by the Board according to Board policy.
ARTICLE IV
Dues
4.01 Dues. The Board shall set dues and fees, make assessments and set the terms of payment and delinquency.
4.02 Delinquency. Any member of the Society who is delinquent in dues, fees or assessments may be suspended or have his/her membership terminated as provided above. Elected Officers who are placed in a delinquent status because of non payment of dues shall lose all powers and authority of such office until proof of reinstatement has been established.
4.03 Refunds. No dues will be refunded.
ARTICLE V
Membership Meetings
5.01 Annual Membership Meeting. The Society holds an annual meeting of the full membership at the place and on the date that the Board determines. At the annual meeting, officers subject to election shall be elected, the Board shall report the activities of the Society to the members, and other business shall be transacted as may be properly brought before the meeting.
5.02 Special Meetings. The President, the Board or five percent or more of the members may call special meetings of the Society’s regular membership.
5.03 Notice. The Board must give Society members reasonable notice of all annual and special meetings. The notice must include a description of the business to be discussed and must be given at least 10 days (but not more than 90 days) before the meeting.
5.04 Quorum and Voting. The presence of 10 percent of the regular membership constitutes a quorum. In lieu of a quorum, officer election and other duly noticed business shall be decided by a majority of mail votes, proxy votes, and voting members present. Proxy voting is permitted. Mail voting is permitted as specified in the California Nonprofit Corporation Law.
ARTICLE VI
Board of Directors
6.01 Board of Directors. The Board is the governing body of the Society and has authority and is responsible for the supervision, control, and direction of the Society. The Board may delegate the management of the affairs of the Society to any person or group, including a committee, provided the Board shall retain the responsibility for the actions of such person or group and further provided that the Board shall in all cases be responsible for the ultimate direction of the Society. The Board reserves the right to set all policy and make amendments to bylaws. The President, First Vice President/Secretary, Treasurer, and the Executive Director/CEO who shall serve without a vote shall be empowered to act on behalf of the Board on all matters of administrative and internal operations. This group is called the Executive Committee
6.02 Board Composition. The Board shall consist of at least seven, but no more than twenty-five directors, the exact number to be fixed by the Board. The Board shall be composed of the elected officers, active chapter or regional representatives, and may include active practice divisions and active interest group representatives chartered by the Board under qualifications as specified in affiliation agreements pursuant to Board policy.
6.03 Terms of Office and Election. Representatives of chapters, regions, practice divisions, and interest groups shall be elected each year by the members of that group. Functional Vice Presidents who are elected by the statewide membership shall serve a term of two years. A third term may be approved by the board under special circumstances.
6.04 Individual Directors. An individual director shall have only that authority provided by board action in the form of position descriptions for those directors.
6.05 Vacancies. If a vacancy occurs on the board for any reason, the position may be filled for the unexpired portion of the term by the Board.
6.06 Call of Meetings. Any two officers or any five directors may call meetings of the Board. The Board shall hold meetings at the time and place it selects.
6.07 Notice. The Board may hold regular meetings without notice if the time and place of such meetings is fixed by the Board. The Board may hold special meetings upon four days notice by first-class mail or 48 hours notice delivered personally or by telephone or telegraph, facsimile, electronic mail, or other electronic means. In all cases the notice shall specify in reasonable detail the business to be transacted.
6.08 Board Quorum. A quorum of the Board shall be a majority of the number of directors then in office.
6.09 Board Action. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is considered to be the act of the Board.
6.10 Absence. Any member of the Board who is unable to attend a meeting shall notify the President of his or her reasons for absence. If a Director is absent from two consecutive meetings in any one fiscal year, for reasons which the remaining Board shall determine to be insufficient, his or her resignation shall be deemed to be rendered and accepted, and he or she shall be so notified.
ARTICLE VII
Officers
7.01 Officers. The officers of the Society are the President, First Vice President/Secretary, and Treasurer. The Board may establish or delete new officers as it deems necessary.
7.02 Officer Qualifications. Officers must be Licensed Members of the Society. No person may hold more than one office at the same time. Officers may serve two consecutive terms of office or longer with board approval.
7.03 Officer Election and Term of Office. Officers shall be elected by authenticated ballot of the membership during the annual meeting. Each officer shall hold office for a term of two years or longer with board approval.
7.04 Officer Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the position descriptions for each officer as adopted by the Board from time to time. In addition, the President of the Society acts as Chairman of the Board; the First Vice President acts in place of the President when the President is not available; and the Treasurer is the Chief Financial Officer of the Society.
7.05 Officer Vacancies. If a vacancy occurs among the officers, other than the President, for any reason, the Board fills the position for the unexpired portion of the term.
ARTICLE VIII
CEO/Executive Director
8.01 CEO/Executive Director. The Board may employ a CEO/Executive Director who is authorized to act on behalf of the Board on all matters of administrative and internal operations. The terms and conditions of the CEO/Executive Director's employment shall be set forth in Board policy and appropriate executive employment agreement.
ARTICLE IX
Committees/Task Forces
9.01 Committees/Task Forces. The Board may create committees and/or task forces to which it may delegate various governance functions, provided the Board shall issue to the committee or task force a specific mission statement with a definition of the committee’s/task force authority.
9.02 Executive Committee. The Executive Committee shall act in place and stead of the Board between Board meetings on all matters except those specifically reserved to the Board by these Bylaws and the California Nonprofit Corporation Law. The Executive Committee shall report its actions to the Board by mail or at the next Board meeting.
9.03 Meetings. All committee and task force meetings shall conform to the requirement of these Bylaws respecting meetings of the Board with necessary changes in detail.
ARTICLE X
Indemnification and Insurance
10.01 Indemnification. To the fullest extent permitted by the law, the Society shall indemnify and hold harmless all agents against claims arising out of any alleged or actual action or inaction in the good-faith performance of their duties. “Agents” for this purpose shall include Directors, officers and employees.
10.02 Insurance. The Society shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such.
ARTICLE XI
Amendment of Bylaws
11.01 Amendment. These Bylaws may be amended by a majority vote of the Board or the members, provided that amendments to the Bylaws, which materially and adversely affect the rights of members or change the authorized number of Directors, must be approved by the members in accordance with the law.
ARTICLE XII
Parliamentary Authority and Interpretation
12.01 Parliamentary Authority. The parliamentary authority of the Society shall be Roberts Rules of Order.
12.02 Interpretation. These Bylaws are subject to the California Nonprofit Corporation Law and must be interpreted so as to conform with that Law, as it is interpreted and amended from time to time.
ARTICLE XIII
Dissolution
13.01 In the event of dissolution by the society, after all outstanding society debts and expenses are paid; all remaining tangible and intangible property and assets of the society shall be donated to a not-for-profit organization whose purposes and mission are consistent with the society, as determined by the society board of directors.
Article
II 2.02 (Changed member classification to conform to NSPE changes)
Article
V 5.04 (Clarified election of officers and other duly noticed business)
Article
V 5.01 (Clarified attendance of full membership at annual membership
meeting and election of officers subject to election)
Article
VI 6.03 (Changed term for functional vice presidents from one year to two
years)
Article
VII 7.02 (Requires officers to be Licensed Members and lowers consecutive terms
of office from four to two)
Article
VII 7.03 (Changes term of office to two years)
Article
XIII 13.01 (Dissolution)
Article
6.03; 7.02 7.03 (Allows 3rd term of office with board approval)