BYLAWS OF THE CSINext CHAPTER
THE CONSTRUCTION SPECIFICATIONS INSTITUTE
ARTICLE ONE / NAME
1.1 The name of this organization is the CSINext Chapter of The Construction Specifications Institute, Inc., (the “Chapter”); said chapter being an affiliate Chapter of The Construction Specifications Institute, Inc., ( the “Institute”).
ARTICLE TWO / GOVERNING AUTHORITY
2.1 The Chapter is governed and operated in accordance with the laws of the state of Maryland, the provisions of the Institute Bylaws, these Bylaws, the regulations and requirements for the conduct of Chapters of the Institute as adopted from time to time by the Institute Board of Directors, and the rules and policies of the Chapter Board issued through its resolutions.
ARTICLE THREE / PURPOSE AND POLICY
3.1 The purpose of the chapter is to provide a medium for advancement of the objectives of the Institute.
3.2 The name, funds, or influence of the Chapter may be used only in support of this purpose.
3.3 The Chapter will conduct its affairs primarily via the internet, however members and others may meet from time to time at designated physical locations.
ARTICLE FOUR / BOARD OF DIRECTORS
4.1 Board of Directors (the “Board”), shall exclusively manage and direct the Chapter.
4.2 The Board will consist of the following members: president, president-elect, secretary, treasurer, and two directors. At least two board members must be Professional members and at least two others must be Industry or Associate members. The president or presiding officer may vote only to break a tie.
4.3 All members of the Board are eligible to vote on Chapter business, subject to recusal based on a conflict of interest.
4.4 The Board shall select standing and special committees, and designate duties, and may authorize compensation for justifiable expenses.
4.5 The Board shall schedule monthly business meetings. Special meetings will only be held upon the call of the president or a majority of the Board upon seven days written notice. Participation in Board meetings may be permitted by teleconference, videoconference, or other electronic means, provided that all Board member participants are able to clearly hear all other Board members and are able to talk such that all other Board members can clearly hear them.
4.6 A simple majority of the Board constitutes a quorum.
4.7 Should a vacancy occur in any chapter office, the Board shall fill such vacancy by appointment of an eligible member for the duration of the unexpired term, affirmed by atwo-thirds majority vote by its total members, including the president.
ARTICLE FIVE / OFFICERS
5.1 The president shall serve as chairperson of the Board, preside at all Chapter meetings, appoint the chairpersons of standing and temporary committees, be an ex-officio member of all committees, and shall sign all agreements and formal instruments on behalf of the chapter.
5.2 The president-elect shall serve upon absence of the president, and shall perform other duties as assigned by the Board.
5.3 The vice-president shall perform such duties as assigned by the president or Board and serve in the absence of both the president and president-elect.
5.4 The secretary shall see that notices are sent seven (7) days in advance of all meetings of the Board and of the Chapter and shall keep accurate minutes of all Board meetings. The secretary shall maintain a file of all correspondence; shall keep a roster of current officers, board members, and committee members; shall cosign all agreements and formal instruments, except those pertaining to the office of the treasurer, and shall submit a year-end report of the secretary’s office to the Board, which will be available to any chapter member on request. The secretary shall also perform other duties as assigned by the Board.
5.5 The treasurer shall collect and provide 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 co-sign all agreements and formal instruments pertaining to the office of the treasurer; shall submit a report at Board meetings and shall submit a year-end report of the treasurer’s office to the Board, all of which shall be available to any chapter member on request. The treasurer shall perform other duties as assigned by the Board.
5.6 The directors shall serve the general needs of the chapter and shall perform such duties as assigned by the president or Board.
ARTICLE SIX / NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
6.1 Officers and directors will be elected to those offices by the members of the chapter, as established by Article Four,. When the president’s term expires, the current president-elect shall assume without election the office of president.
6.2 Each elected Board member will take office on July 1, and the term of office will be one year; except for directors, whose term will be two years.
6.3 Directors’ terms of office will be staggered, therefore one of the chapter’s first two directors must initially serve a one-year term.
6.4 A nominating committee composed of the president, president-elect, and immediate past president shall commence work on making nominations no later than January. If any of the foregoing officer positions are vacant, or if any such individual is not able to serve, the Board shall fill any vacant positions on the nominating committee no later its January meeting. The nominating committee shall prepare a list of nominees, showing at least one name for each elective position on the Board due to become vacant, and shall present the list to the Chapter not later than the regular meeting in March, at which time the members may present nominations from the floor. Election ballots and voting will be conducted via the internet based on procedures and protocols established by the Board. The nominating committee shall (1) prepare the ballot, which must include the original list of nominees and those nominated from the floor; and (2) submit to each member of the Chapter a copy of the ballot along with a notice of the date, time, and internet web site location of the meeting at which ballots will be counted, Such submittal must be at least two weeks prior to such meeting, which shall be held not later than April 30.
6.5 The ballots will be counted and certified by no less than two tellers appointed by the president, and the results will be reported to the members. Said tellers must be members in good standing who are not candidates for any chapter office.
6.6 Not later than May 1, or when requested by the Institute, the Chapter secretary shall notify the Institute office of the results of the election, and shall submit to the Institute a complete listing of the Chapter officers for the coming year, with their mailing and e-mail addresses and telephone numbers.
ARTICLE SEVEN / MEMBERSHIP
7.1 The qualifications for membership must conform to the Institute’s requirements .
7.2 Membership in the Institute is a prerequisite for Chapter membership.
7.3 A Chapter member may be classified as an Honorary Member or a Lifetime Member by the Chapter only after the Institute has done so.
7.4 The provisions of the Institute Bylaws, Administrative References, current Institute policy, and Maryland law for disqualifications, censure, suspension, expulsion, and reinstatement of members govern.
ARTICLE EIGHT / MEETINGS OF MEMBERS
8.1 Regular meetings will be held monthly, except when otherwise decreed by the Board. Not less than ten regular meetings will be held in the fiscal year.
8.2 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 membership. The business at special meetings must be limited to that for which the meeting was called.
8.3 All meetings must be internet-accessible.
8.4 These Bylaws, together with the applicable provisions of the Institute Bylaws and Robert’s Rules of Order, Newly Revised, govern the conduct of business of the Chapter, with the exception that, upon request of any Board member, the name or names of Board members voting upon a resolution, and their respective votes, will be recorded in the minutes of the meeting.
ARTICLE NINE / FISCAL ADMINISTRATION and CHAPTER DUES
9.1 The fiscal year begins at midnight on July 1 and end at 11:59 PM on June 30.
9.2 The annual Chapter dues will be set by the Board in accordance with Institute policy. Members Emeritus, Retired Members, Honorary Members, and Lifetime Members are not subject to Chapter dues. By a two-thirds majority vote, the Board may modify the amount for dues. Chapter dues changes will only be effective beginning in the fiscal year following the approval by the Board. The treasurer shall notify the Institute of the dues schedule as directed by the Institute.
ARTICLE TEN / FINANCIAL REVIEW
10.1 The Board shall appoint a committee to review the books, records, and transactions of the treasurer at the close of the fiscal year. This report must be presented to the Board upon completion and retained by the secretary in the official records of the Chapter.
ARTICLE ELEVEN / AMENDMENTS
11.1 Proposed amendments to these Chapter Bylaws must first be drafted and conditionally approved by the Board, and then submitted as directed by the Institute, to the Institute Secretary for approval. After the Institute Secretary’s approval, the amended Chapter Bylaws will then be distributed to chapter members at least 30 days prior to a regular meeting or by written notice provided at least 30 days prior to a special meeting. A two thirds majority vote of the members in attendance, other than student and intermediate members, is required for approval of the amended Chapter Bylaws. The vote must be counted by two tellers appointed by the president and reported to the Board and recorded in the official records by the secretary.
11.2 These Bylaws may also be conditionally amended by a two-thirds vote of the members other than student and intermediate members present at the noticed regular or special meeting, subject thereafter to approval by the Institute as set forth in 11.1.
11.3 Proposed amendments to these Chapter Bylaws must conform to the laws of the State of Maryland.
ARTICLE TWELVE / INDEMNIFICATION
12.1 Indemnification of Directors, Officers, Employees, and others: The Chapter shall, to the fullest extent permitted by, and in accordance with, Maryland law, indemnify every person who is or was a trustee, director, officer, committee chairperson or member, or employee of the Chapter, against reasonable expenses, including attorneys' fees and disbursements, judgments, decrees, fines, penalties, and amounts paid in settlement, in connection with any pending or threatened claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) in which he or she may be involved or threatened to be involved as a party or otherwise, by reasons of being or having been such director, trustee, officer, committee chairperson or member or employee.
12.2 The rights of indemnification provided hereunder (1) will not be deemed exclusive of other rights to which any such trustee, director, officer, or employee now or hereinafter may be entitled; (2) will continue to a person who has ceased to be a trustee, officer, director, or employee; and (3) will inure to the benefit of such person's heirs and legal representatives.
ARTICLE THIRTEEN / ADMINISTRATIVE PROVISIONS
13.1 In all cases where written communications are required by these Bylaws, electronic transmission of such written communications are acceptable.
END OF BYLAWS