BYLAWS
OF
THE
EDUCATION
FOUNDATION
ARTICLE
I - NAME
The
name of this corporation is the "California Society of Professional
Engineers Education Foundation," hereinafter referred to as
"Foundation" and whose acronym shall be CSPEEF.
ARTICLE
II - PURPOSES
A. This
corporation is a nonprofit, public benefit corporation created by the
California Society of Professional Engineers under the California Nonprofit
Corporation Law.
B. The
specific and primary purpose of this Corporation is to benefit the public by
providing educational and charitable activities under section 501(c)(3) of the Internal Revenue Code. It is not organized for the private gain of
any person.
C. In fulfilling
its purposes all activities will be conducted by the Foundation without
discrimination because of race, color, religion, sex, or national origin.
ARTICLE
III - LIMITATIONS
The
California Society of Professional Engineers Education Foundation shall not
issue any share of stock, nor declare or pay dividends. No part of the net earnings of the
corporation shall inure to the benefit of any member, officer, director, or
private individual. None of the
activities, funds, property, or income of the corporation shall be used in
carrying on any political activity, directly or indirectly, or in attempting to
influence legislation. Neither the
California Society of Professional Engineers Education Foundation nor its
officers or directors shall, as such, contribute to or otherwise support or
assist any political party or candidate for elective public office in the name
of CSPEEF.
ARTICLE
IV – BOARD OF DIRECTORS
This
article specifies the composition of the CSPEEF Board of Directors and the
method of nomination and election of the Directors.
A. Purpose:
The Board of Directors is the fund raising and policy-making group for CSPEEF.
B.
Number of Board Members: The Board of Directors shall
consist of eight members.
C.
Term of Office: The term of office for an elected
Director shall be two years.
D.
An elected director shall serve no longer than two full
terms of office. The CSPE President
shall serve as a CSPEEF Ex-Officio Director during the term of his/her
presidential office. The term of the CSPEEF
President shall be set by an executive employment contract in the case of paid
staff, or by agreement of the full board.
E.
Board Composition: Of the 8-member Board of Directors,
there will be a) a Chairperson; b) a Vice-Chairperson; c) a Secretary/Treasurer;
d) the CSPE President, who will serve as an Ex-Officio Director; and e) a
President, who shall hold a non-voting position. The remaining three members shall serve as
Directors At-Large. At least four of the
eight Directors shall be current members of the CSPE Board of Directors.
F.
Nomination
of Directors: One or more nominations shall be made for each board member
position (Director). Nominations for the office of CSPEEF Director shall be by
the CSPE nominating committee in accordance with the CSPE nomination and
election requirements. Nominations also
may be made by petition of 40 or more CSPE or CSPEEF members, provided each
petition is submitted to the CSPE CEO and CSPEEF President thirty days prior to
the election.
G.
Selection, Election, and Removal of Directors: Directors
shall be selected in conjunction with CSPE state elections and elected to the
CSPEEF Board of Directors as soon as possible thereafter by the CSPE Board of
Directors. Directors may be removed at
any time, with or without cause, by a two-thirds vote of the Board of Directors
of CSPE.
H.
Voting: Only eligible CSPE members may vote to select CSPEEF
Directors.
I.
Vacancy:
A vacancy on the CSPEEF Board of Directors
shall be filled for a partial term not to exceed one (1) year. Candidates to fill vacancies shall be
nominated by motion of any CSPEEF Director.
A vacancy may be filled by an incumbent or a duly elected Director. Election of such nominee shall be by majority
vote of the current seated Directors at the same or another meeting, and shall
be subject to ratification by the CSPE Board of Directors.
ARTICLE
V - BOARD MEETINGS
A. Meetings:
Meetings of the Board of Directors may occur at such times and places as the
Directors deem appropriate. There shall
be a minimum of two meetings per year.
The Chairperson or a majority of the duly seated Directors may call a
special meeting of the Directors for any purpose upon written notice given four
(4) days in advance of the meeting.
Notice of a special meeting shall contain statements of the business to
be transacted. At a special meeting, no
business other than that specified in the statements may be transacted.
B.
Notice: Whenever any notice is required by these bylaws
to be given, personal notice is not meant unless expressly so stated; and any
notice so required shall be deemed to be sufficient if given by first-class
mail or 48 hours notice delivered personally or by telephone or telegraph,
facsimile, electronic mail or other electronic means addressed to the person
entitled thereto, at his last known post office address.
C.
Quorum: A quorum of the Board shall be a majority of the
number of voting directors then in office.
D.
Director’s Resignation: A statutory resignation shall consist
of failure to perform the required duties of the office or for failure to
attend two consecutive meetings.
E.
Telephonic Meetings: Any action required or permitted to
be taken by the Board of Directors under any provisions of law or these Bylaws
may be taken telephonically or via similar technology, provided all members can
hear one another speaking, and provided a quorum is established and
present. A written report of the action
shall be filed with the minutes of the proceedings of the Board. Such action by verbal or written consent
shall have the same force and effect as a majority vote of such Directors.
F.
Action Without a Meeting: Any
action required or permitted to be taken by the Board of Directors under any
provision of law may be taken without a meeting, if all members of the Board
shall individually or collectively consent in writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the board. Such action by written consent shall have the
same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under
any provision of law which relates to action so taken shall state that the
action was taken by unanimous written consent of the Board of Directors without
a meeting and that the Bylaws of this corporation authorize the Directors to so
act, and such statement shall be prima facie evidence
of such authority.
ARTICLES
VI - MEMBERS
This
article specifies and distinguishes the classes of membership.
A. CSPEEF
shall have but two classes of members:
1. Voting
2. Non-Voting
B. Voting:
The class of voting members shall consist of, and be restricted to all members
of the California Society of Professional Engineers (CSPE) entitled to a vote
in the CSPE bylaws. The members in this
class shall be known as Donors. A Donor
is a member of CSPEEF by virtue of being a member in good standing in CSPE. Within the voting class, there are no
differentiating levels of donation. All
donations are discretionary, subject to acceptability by CSPEEF.
C. Non-Voting:
The class of non-voting members shall consist of all individuals, corporate
entities and authorized representatives of individual estates contributing
funds to CSPEEF. These members shall be
known as Contributors. Within the
non-voting class, Contributors may be distinguished by dollar value and the
duration of contribution to CSPEEF.
Suitable names may be attached to various levels and duration of
contribution.
ARTICLE
VII – BOARD OFFICERS
A. Definition of Officers: The Officers
of CSPEEF consist of a) a Chairperson; b) a Vice-Chairperson; c) a
Secretary/Treasurer; and d) a President.
The CSPE President is ineligible to serve as an Officer.
B. Designation
of Officers/Officer Election: The CSPE Functional Vice President of Student and
Youth activities shall serve as Chairman of the Board of CSPEEF. The CSPEEF Board of Directors shall elect
from among its members a Vice Chairperson and a Secretary/Treasurer. The officers on the CSPEEF Board shall be
elected to their respective positions at a time and in a manner such as to
provide continuity with respect to annual rotation of Board members. No Director may fill more than one position
simultaneously.
C. President
Appointment: The Board of Directors shall be empowered to appoint the
President. The appointed individual may
be: a) a paid staff member; b) a Contributor; or c) a Donor. Line functions shall be separated from the
CSPEEF Board and delegated to the President.
The terms and conditions of the President’s appointment shall be set
forth in Board policy and/or appropriate executive agreement.
D. Duties
of Board officers:
1.
Chairperson: The Chairperson of the Board of Directors
shall preside at all meetings of the Board of Directors. The Chairperson shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chairperson is responsible for the
effective utilization and deployment of volunteer resources. The Chairperson may
execute all contracts, deeds, certificates, bonds, or other obligations
authorized by the Board and sign records required by laws or by orders of the
Board of Directors. The Chairperson
shall perform such other duties as may from time to time be prescribed by the
Board of Directors. The Chairperson of
the Board shall report minutes and actions including proposed bylaw changes to
the President of the California Society of Professional Engineers. The actions shall be limited to
non-legislative and non-political matters.
2.
President: The President shall manage and direct all
activities of the Foundation prescribed by the Board of Directors and be
responsible to the Board. The President of the Foundation shall report to the
Chairperson of the Board and is responsible for implementing Board policies and
guidelines for action. The President
shall employ and may terminate the employment of members of the staff necessary
to carry on the work of the Foundation, and fix their compensation within the
approved budget. The President shall
define duties of the staff, supervise their performance, and establish their
job titles, and delegate those responsibilities of management as shall, in the
President's judgment, and be in the best interest of the Foundation.
3.
Vice-Chairperson: The Vice-Chairperson shall serve as
Chairperson at the request of the Chairperson or when the Chairperson is
incapacitated.
4.
Secretary: The Secretary shall attend all meetings of
the Board of Directors, and shall record the minutes of such meetings in books
provided for this purpose. The Secretary
shall attend to the giving and serving of all notices of the Foundation. The Secretary shall be the custodian for all
papers brought before the Board of Directors for action or ordered on file; also
of all written contracts, deeds, insurance policies, leases, records and
evidence of titles to real estate and other property owned, held or controlled
by the Foundation. The Secretary shall
have custody of the corporate seal, and shall affix and attest the same when
authorized by any officer, the Board of Directors or a committee thereof. The Secretary shall maintain, or cause to be
maintained, all donation records in accordance with all applicable state and
federal laws.
5.
Treasurer: The Treasurer shall keep full and accurate
account of all receipts and disbursements in the books of the Foundation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the
Board of Directors. The Treasurer shall
have the authority to receive and give receipts for all moneys due and payable
to the Foundation and from any source whatsoever and to give full discharge for
the same, and to endorse for deposit on behalf of the Foundation all checks,
drafts, notes, warrants, orders, and other papers requiring endorsement. The Treasurer shall disburse the moneys of
the corporation under the discretion of the Board of Directors. The Treasurer may, at the discretion of the
Directors, be required to give a bond in any amount satisfactory to the Board
for the faithful performance of the duties of his office and for the
restoration to the Foundation in case of his death, resignation or removal from
office of all books, papers, vouchers, money or other property of whatever kind
in the Treasurer's possession belonging to the Foundation. The Treasurer shall prepare annually, and/or
as requested by the Board of Directors, a full statement of the finances of the
corporation. Day to day financial
responsibilities may be delegated to staff.
E. Compensation:
Officers and Directors, with the exception of the President, shall serve
without salary or other compensation, but, by resolution of the Board, may be
allowed expenses of attending meetings.
Nothing herein contained shall be construed to preclude any Director
from serving the Foundation in any other capacity as a contractor, consultant,
or service provider and receiving compensation therefore.
ARTICLES
VIII - MEETINGS OF MEMBERS
A. An
annual meeting of CSPEEF members shall occur during the Annual Meeting of the
California Society of Professional Engineers.
Written notice shall be provided the members of such meeting at least
ten (10) days in advance via first-class mail or 48 hours notice delivered
personally or by telephone or telegraph, facsimile, electronic mail or other
electronic means.
ARTICLE
IX - ADMINISTRATIVE PROCEDURES
A. The
Foundation seal shall be circular and shall contain the name of the Foundation,
the year of its creation, and the words "Corporate Seal, State of
B. The
fiscal year of the Foundation shall be July 1 - June 30.
C. All
checks, drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Foundation shall be signed
by such officer or officers, agent, or agents of the Foundation and in such
manner as shall be from time to time be determined by resolution of the CSPEEF
Board of Directors.
D. The
accounts of the Foundation shall be audited annually by a certified public
accountant who shall be appointed by the President and/or Chairperson of the
Board.
ARTICLE X - MANNER OF ADOPTION,
OR ARTICLES OF INCORPORATION
The
Articles of Incorporation or Bylaws may be adopted, amended, or repealed as
follows:
A.
At
any meeting, the CSPEEF Board may, by the affirmative vote of a majority
thereof and provided the substance of the proposed amendment shall have been
stated in the notice of the meeting, propose amendment or alteration of any of
these bylaws provided such change is approved in advance by the Board of
Directors of CSPE.
B.
A
bylaw, or bylaw amendment fixing or changing the authorized number of directors
from eight may be adopted, amended or repealed only by the Board of Directors,
within the limitations of California Corporate Law, provided such change is
approved in advance by the Board of Directors of CSPE.
C. Notice
of changes once made in the CSPEEF bylaws shall be stated in writing to the
CSPE Board.
ARTICLE
XI - MAILING ADDRESS
Mail
may be sent to CSPEEF at its business address, which is:
ARTICLE
XII - DISSOLUTION
A. The
term for which the Foundation shall be organized shall be perpetual, but in the
event of dissolution, all remaining assets, after payment or debts, shall be
transferred for charitable, educational, or scientific purposes or to the
United States.
B. Procedures
of Dissolution shall follow the requirements of the California Corporation
Code.
END