CSINext Bylaws 2025 (Draft)

CSINext Chapter Bylaws 2025 draft for member review and approval revised 11/5/2025

Bylaws of the CSINext Virtual Chapter of
The Construction Specifications Institute, Inc.
November 2025 (Draft)

ARTICLE I - NAME AND DOMAIN

Section 1.

1. The name of this organization is the CSINext Chapter of The Construction Specifications Institute, Inc., (“Chapter”); which is an affiliate chapter of The Construction Specifications Institute, Inc. (“CSI”), a Maryland non-stock, not-for-profit corporation.
2. Due to its nontraditional virtual nature from inception, the Chapter is not affiliated with any region of CSI. However, individual Chapter members are encouraged to participate in the activities of their assigned region as applicable.
3. The Chapter is authorized by CSI to conduct physical activities in all areas outside of the contiguous United States, Hawaii, and Alaska. The Chapter is not prohibited from producing or operating virtual events, or holding face-to-face Board or committee meetings, from within the United States.

ARTICLE II - GOVERNING AUTHORITY

The Chapter is governed and operated in accordance with the laws of the State of Arizona, provisions of the CSI Bylaws, the Chapter’s Articles of Incorporation, these bylaws, the policies and requirements for the conduct of chapters of CSI as adopted from time to time by the CSI Board of Directors (“CSI Board”), and the policies and procedures of the Chapter Board of Directors (the “Chapter Board”).

ARTICLE III - PURPOSE AND POLICY

Section 1. The purpose of the Chapter is to advance the objectives of CSI in accordance with the Chapter’s and CSI’s tax-exempt purposes and CSI governing documents by providing a global virtual medium for advancement of the objectives of CSI.

Section 2. The name, funds, or influence of the Chapter may be used only in support of this purpose.

ARTICLE IV - BOARD

Section 1. The management and direction of the Chapter shall be delegated to the Chapter Board.

Section 2.

1. The Chapter Board shall consist of the following positions: president, president-elect, secretary, treasurer, immediate past president, and between two and four directors.
2. All members of the Chapter Board shall be members of CSI in good standing.
3. Professional members and Emerging Professional members may serve in any of the elected positions.
4. If the Chapter includes a student affiliate, a student affiliate representative may be a non-voting member of the board.

Section 3. All members of the Chapter Board, except the student affiliate representative if any, are eligible to vote on Chapter business that comes before the Chapter Board.

Section 4.The board shall select and appoint standing and special committees, designate duties, and may authorize compensation for justifiable expenses.

Section 5.

1. Board Meetings. - The Chapter Board shall schedule monthly business meetings. Not less than 11 meetings shall be held in each fiscal year including an annual planning meeting. Special meetings shall only be held upon the call of the president or a majority of the Chapter Board upon seven days’ written notice. Chapter Board meetings shall be held via electronic means provided they are conducted by an audio, video, or computer-based teleconferencing technology that allows all persons participating to hear each other at the same time (Remote Communication).
2. Action Without a Meeting. - Any action that may be taken at a meeting of the Chapter Board may be taken by written action signed, or consented to by Authenticated Electronic Communication, by all Chapter Board members, provided that when the action is taken by less than all Chapter Board members but at least the number of Chapter Board members that would be required to take the same action at a meeting, then all Chapter Board members must be notified immediately of its text and effective date, and the action must be ratified at the next regular Board meeting. The written action shall be effective when signed or consented to by the number of Chapter Board members that would be required to take the same action at a meeting, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A Chapter Board member who does not sign or consent to the written action is not liable for the action.
3. Definitions. - For purposes of these Chapter Bylaws:

1. 1. “Remote Communication” means communication via conference telephone, video conference, or other means by which persons who are not physically present in the same location may communicate with each other verbally.
   2. “Electronic Communication” means any form of communication, not directly involving the physical transmission of paper, which creates a record that may be retained, retrieved, and reviewed by a recipient of the communication, and reproduced in paper form by the recipient through an automated process.
   3. “Authenticated” means that the Electronic Communication is delivered to an officer of the Chapter, and that the communication sets forth information from which the recipient can reasonably conclude that the communication was sent by the purported sender.

Section 6. A majority of Chapter Board members constitutes a quorum. The act of the majority of the Board members present and voting at a meeting at which a quorum is present shall be the act of the Chapter Board.

Section 7. Should a vacancy occur in any office of the Chapter, the Chapter Board shall appoint a member eligible by all other criteria to serve in that office for the duration of the unexpired term.

Section 8. A Director may be removed with or without cause by a two-thirds vote of the members of the Chapter in accordance with policies and procedures established by the Board of Directors and in accordance with applicable law.

ARTICLE V - OFFICERS

Section 1. The president shall serve as chair of the Chapter Board; preside at all Chapter meetings; select the chairs of temporary committees; be an ex officio nonvoting member of all committees; and sign all agreements and formal instruments. The president shall serve for a term of one year or until a successor is elected.

Section 2. The president-elect shall serve upon the absence of the president and perform other duties as assigned by the Chapter Board. The president-elect shall serve for a term of one year or until a successor is elected.

Section 3.

1. The secretary shall see that notices are sent at least seven days in advance of all meetings of the Chapter Board and of the Chapter and keep accurate minutes. The secretary shall maintain a file of all correspondence; keep a roster of members and committees; co-sign all agreements and formal instruments, except those pertaining to the office of treasurer; and submit a report of office at the annual meeting. The secretary shall perform other duties as assigned by the Chapter Board. The secretary shall serve for a term of two years, expiring in odd numbered years, or until a successor is elected.
2. Notices may be sent by postal or electronic mail.

Section 4.

1. 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; keep accurate books of account; submit a report at board meetings; and submit a report of office at the annual meeting. The treasurer shall perform other duties as assigned by the board. The treasurer shall serve for a term of two years, expiring in even numbered years, or until a successor is elected.
2. At the close of the fiscal year, the treasurer shall determine if informational forms and tax returns are required, and if required, are filed, including any taxes due, with the Internal Revenue Service and state authorities within the prescribed time limits.

Section 5. The immediate past president shall be the former president of the Chapter who has completed the most recent term, and have other assignments as prescribed by the president or the Chapter Board. The immediate past president shall serve for a term of one year or until succeeded.

Section 6. An Officer may be removed with or without cause by a two-thirds affirmative vote of the Board of Directors and in accordance with applicable law.

ARTICLE VI - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Section 1. Officers and directors shall be elected to those offices as established by Article IV by the members of the Chapter. The current president-elect shall assume, without election, the office of president and the current president shall assume, without election, the office of immediate past president.

Section 2. Each newly elected board member shall take office on July 1.

Section 3. In the event that there is a vacancy in the president-elect position, the current president may serve a second consecutive term. The president will not hold the same office for more than two consecutive terms.

Section 4. The term of office for directors shall be staggered two-year terms with half of the directors being elected each year.

Section 5.

1. A nominating committee shall be appointed by the board not later than the end of February.
2. The nominating committee shall endeavor to select candidates so the composition of the board reflects the diversity of chapter membership.
3. The nominating committee shall prepare a list of nominees, showing at least one name for each elected position on the board due to become vacant, and announce the list to Chapter members not later than theend of March.

Section 6.

1. The nominating committee shall prepare the ballot and provide each voting member of the Chapter with a ballot at least two weeks prior to the ballot count.
2. For purposes of chapter elections, voting members shall include Professional members and Emerging Professional members. The winner shall be the candidate who receives the most votes for the position. Ties shall be resolved by coin toss.

ARTICLE VII - MEMBERSHIP

Section 1.

1. The qualifications for membership conform to the requirements of CSI’s Bylaws.
2. The Chapter’s members will consist of international members whose primary address is located outside of the contiguous United States, Hawaii, and Alaska, and members within the contiguous United States, Hawaii, and Alaska, and U.S. Territories who have selected CSINext as their Home Chapter.

Section 2. Membership in CSI is a prerequisite to membership in the Chapter.

Section 3. A Chapter member may be classified as an Honorary Member, Distinguished Member, Lifetime Member, Retired Member, or Member Emeritus only by action of CSI.

Section 4. The provisions of CSI’s Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern.

ARTICLE VIII - MEETINGS OF MEMBERS

Section 1. The annual meeting of the Chapter shall be held before the end of the 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. The treasurer shall submit an annual report on the finances of the Chapter.

Section 2. Regular meetings shall be held monthly, except when otherwise decreed by the board. Not less than 10 regular meetings shall be held during each fiscal year.

Section 3. Special meetings may be called whenever the majority of the board deems it necessary, or upon written request by not less than one-tenth of the Chapter members in good standing. The business at special meetings shall be limited to that for which the meeting was called.

Section 4. Meetings shall be held via electronic means provided they are conducted by an audio, video, or computer-based teleconferencing technology that allows all persons participating to hear each other at the same time.

Section 5. These bylaws, together with the applicable provisions of CSI’s Bylaws 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 to June 30.

Section 2. The annual Chapter dues shall be established in accordance with CSI chapter dues schedule.

Section 3. Chapter dues shall be paid to CSI with the agreed upon portion of Chapter member dues being distributed to the Chapter by CSI.

Section 4. Directors, officers, and authorized employees of the Chapter shall be indemnified against third party claims for liability arising in connection with their positions or activities on behalf of the Chapter to the full extent permitted by law.

ARTICLE X - COMMITTEES

Section 1. The Chapter Board may establish such committees, as the Board deems necessary, appropriate or advisable. The Chapter Board shall not delegate any of its powers to any committee, unless allowed by applicable law, and no such committee shall have the power or authority to bind the Chapter with respect to any act or matter.

Section 2. If the Chapter has a student affiliate, the Chapter Board will appoint a committee to support the student affiliate.

ARTICLE XI - FINANCIALS

The Chapter Board shall generate annual budget and financial statements.

ARTICLE XII - AMENDMENTS

Section 1. Proposed amendments to these Chapter bylaws shall be publicized or otherwise sent to each member for consideration two weeks prior to a regular meeting or special meeting.

Section 2. Following publication, the amendments must be approved by at least two-thirds affirmative vote of the voting members present at the regular or special meeting or by Authenticated Electronic Communication.

END OF CSINEXT CHAPTER BYLAWS

CSINext Chapter Bylaws 2025 draft for member review and approval revised 11/5/2025