Engineers Society of Pennsylvania

By Laws

Article I : General Operating Policies

Section 1

The Society's fiscal year shall be the 12-month period beginning May 1.

The Society's Annual Meeting shall be held during the month of April.

Section 2

The entrance fee for Regular and Associate Members shall be $5.00. New members shall receive a membership card and a copy of the most recent newsletter, along with written notice of acceptance in the Society.

Section 3

Annual dues for Regular and Associate Members shall be $25.00. Dues for a partial year shall be pro-rated on a biannual basis.

The first dues notice shall be included with the first mailing of the fiscal year. Dues shall be due and payable within four weeks thereafter. Reminder notices shall be sent periodically to members whose dues have not been paid by the due date.

Section 4

Membership cards shall be issued only to Life members and once to new members upon acceptance in the Society. A membership directory shall be maintained on the Society’s website for access by all members.

Section 5

The President shall be authorized to send and receive any correspondence on behalf of the Society. Other officers and committee chairmen shall be authorized to send and receive correspondence in connection with their specific activities, provided that the President shall receive copies of all such correspondence.

The Secretary shall receive copies of all correspondence, both sent and received, and shall file same in the Society's permanent records.

Section 6

The Board shall maintain an Officers and Directors Handbook, which shall contain detailed procedures and a detailed timeline of the Society's usual activities. The Handbook shall also contain a detailed description of officer and committee duties, expanding upon the general descriptions set forth in Articles IV and V of these By-Laws.

The Handbook shall be for the Board's convenience in carrying out its work. The Board may revise the Handbook in response to changing circumstances, and may deviate from the Handbook when necessary, all without notice to the Society. However, the Handbook shall at all times comply with this Constitution and By-Laws, and be subordinate thereto.

Article II : Financial Policies

Section 1

The following shall be approved in advance by the Board:

a) Any proposed expenditure not included in the budget, or exceeding the budgeted amount by more than ten percent.

b) Changes to the budget, including transfers among line items.

c) Any investment or any transaction that would obligate the Society financially.

Section 2

The chairman of each committee shall vouch for all expenses of that committee.

Section 3

The President and Treasurer, and no others, shall have access to the Society's checking and savings accounts, shall have the authority to write checks, and shall have keys to the safe deposit box.

Section 4

The President and the Treasurer shall be bonded for an amount which, in the Board's judgment, will adequately protect the projected maximum value of the Society's assets during the term of the bond. The cost of the bond shall be borne by the Society.

Article III : Procedure for Conducting Votes By Ballot

Section 1

Ballots shall contain complete instructions for voting, and shall clearly state the date, time and place for their return.

Section 2

The length of time allowed for the return of ballots shall be decided by the Board, except as specified otherwise in this Constitution and By-Laws.

Section 3

Unless specified otherwise in this Constitution and By-Laws, all votes by ballot shall be decided by a simple majority of the validated ballots.

Section 4

All voting by ballot shall be conducted by the Secretary, who shall do the following:

a) Have ballots prepared according to the Board's instructions, and have them mailed out.

b) Receive and validate ballots, setting aside any that are submitted by members not in good standing.

c) Make a list of all voters who have returned valid ballots, which list shall be open for inspection by the membership.

d) Count and tabulate valid ballots, and report results to the Board at the next Board meeting.

Article IV : Duties of Board and Officers

Section 1

The Board of Directors shall set policies for the management and future direction of the Society, adhering at all times to this Constitution and By-Laws.

Section 2

The President shall lead the Society, represent the Society to others, and manage the ongoing activities of the Society according to the policies set by the Board. The President shall preside at meetings of the Board and the Society, chair the Program Committee, and shall appoint committees as specified in Article V of these By-Laws.

Section 3

The Vice President shall chair the Membership and Picnic Committees, and shall fulfill the duties of President in the President's absence.

Section 4

The Secretary shall have the following duties:

a) Record minutes of all Board and Society meetings, and report same at succeeding Board meetings.

b) Send, receive and distribute correspondence.

c) Conduct voting by ballot, as set forth in Article III of these By-Laws.

d) File documents, and keep the Society's records in good order and up-to-date.

e) Purchase supplies for the Board's use.

Section 5

The Treasurer shall have the following duties:

a) Maintain contact with the bank, and have charge of the Society's checking and savings accounts, and safe deposit box.

b) Receive and deposit funds in the proper accounts, pay bills authorized by the Board, and make investments as directed by the Board.

c) Report monthly to the Board the activity in all accounts and the return on investments.

Section 6

The Financial Secretary shall have the following duties:

a) Prepare an annual budget for the Board's approval prior to the start of the upcoming fiscal year. Included shall be a listing and complete description of any ongoing obligations.

b) Make a monthly report to the Board, comparing actual receipts and expenditures to budgeted amounts.

c) Monitor the impact of the dues structure, number of members, net cost of Society activities, investment returns, and all other pertinent factors, on the financial condition of the Society. Recommend changes, if necessary, to maintain the Society's financial stability.

Article V : Committees and Committee Duties

Section 1

All committees shall perform their duties under the supervision of the Board.

Section 2

The Nominating Committee shall be appointed by the President. This committee shall propose nominees for election to Board office, as set forth in Article VI of the Constitution.

Section 3

The Audit Committee shall consist of a Chairman and two Society members, all appointed by the President. At least two of the three shall be members not currently on the Board. This committee shall audit the financial records of the Society at the end of the fiscal year, and report its findings to the Board.

Section 4

The Program Committee shall consist of the President as Chairman, and additional Society members appointed by the President. This committee shall be in charge of all Society activities except the Annual Picnic.

Section 5

The Membership Committee shall consist of the Vice President as Chairman, and additional Society members appointed by the President with the concurrence of the Chairman. This committee shall have the following duties:

a) Process new member and transfer applications according to Article III of the Constitution.

b) Maintain the membership roster, keep a record of dues payments, and keep all membership records up-to-date.

c) Report membership activity, and current status of the membership, monthly to the Board.

d) Oversee production of the Society Directory, when issued.

e) Lead efforts to encourage the participation of members in Society activities, and to recruit new members.

Section 6

The Picnic Committee shall consist of the Vice President as Chairman, and additional Society members appointed by the President with the concurrence of the Chairman. This committee shall be in charge of the Annual Picnic.

Section 7

Special Committees shall consist of a Chairman appointed by the President, and additional Society members appointed by the President with the concurrence of the Chairman. The President shall prescribe the duties of Special Committees.

Article VI : Meetings of the Society

Section 1

For purposes of this Article, Society meetings shall not include meetings of the Board of Directors.

Section 2

All regular meetings of the Society shall be held at a date, time and place selected by the Board.

Special meetings of the Society may be called by the President, or at the written request of at least five members in good standing. In either case, notice of the meeting shall be mailed to all members in good standing at least one week in advance of the meeting date, and the purpose of the meeting shall be stated.

Section 3

The President, and in his absence the Vice President, shall preside at Society meetings. In the absence of both of the above officers, a President Pro Tempore shall be chosen by the members of the Board present.

In the absence of the Secretary, the Board members present shall choose a Secretary Pro Tempore to record minutes of the meeting.

Section 4

Votes held at Society meetings shall be conducted as directed by the officer presiding. If a vote count is ordered or requested, the question shall be decided by simple majority of those voting.

Section 5

Business shall not be conducted at any Society meeting unless at least 7 of the Regular and Life Members on the Board are in attendance.

Section 6

Article VII : Meetings of Board of Directors

Section 1

The Board shall hold meetings at such times and places as it chooses, and special Board meetings when called by the President or by any four members of the Board.

Section 2

The President, and in his absence the Vice President, shall preside at Board meetings. In the absence of both of the above officers, a President Pro Tempore shall be chosen by the members of the Board present.

In the absence of the Secretary, the Board members present shall choose a Secretary Pro Tempore to record minutes of the meeting.

Section 3

Six members of the Board shall constitute a quorum at Board meetings.

Section 4

Except as specified otherwise in this Constitution and By-Laws, the Board shall decide all matters before it by simple majority vote of those present.

Section 5

When passage of a measure requires 2/3 of all Board members to vote in favor, the voting may be conducted by mail, by telephone, or by e-mail if it is not practicable to have sufficient Board members present at a meeting. However, the result of the vote shall be committed to writing, and shall be filed with the permanent records of the Society.

Article VIII : Amendments

Section 1

Amendments to these By-Laws shall be made in the manner and form prescribed in Article VIII of the Constitution.