_REPORT OF LICENSURE, ETHICS AND LEGAL -- JULY 27-29, 1995

MARYLAND SOCIETY OF PROFESSIONAL ENGINEERS

BYLAWS AND OPERATING PROCEDURES

BYLAWS

PREAMBLE

Recognizing that service to the public, to the state and to the profession is a fundamental obligation of the professional engineer, the Maryland Society of Professional Engineers, Inc. does hereby dedicate itself to the promotion and protection of the professional engineer as a social and economic influence vital to the health, safety and welfare of the community, the state of Maryland, the United States of America and all mankind.

BYLAW 1 – NAME OF THE ORGANIZATION

Section 1. The name of this organization shall be the Maryland Society of Professional Engineers, Inc. hereinafter called the Society or MDSPE.

Section 2. The Society is incorporated as a nonprofit organization under the laws of the state of Maryland.

Section 3. The Society is a member state society of the National Society of Professional Engineers, a national organization of like aims and purposes, hereinafter called NSPE. The Society shall participate actively in all NSPE Meetings and other state/NSPE functions and activities.

Section 4. The Society subscribes to and supports the Code of Ethics of NSPE.

BYLAW 2 - OBJECTIVES

Section 1. The objectives of this Society shall be to:

a. Advance and promote the public health, safety and welfare.

b. Advance the professional, social and economic interests of the professional engineer.

c. Strive throughout the profession to make licensure more meaningful in terms of acknowledgment of individual achievement in engineering as reflected by education and practice, and encourage all qualified engineers to seek legal status through licensure.

d. Unite all qualified engineers of the state in one organization.

e. Stimulate and develop professional concepts among all engineers.

f. Advance self-education and self-improvement, motivating practicing engineers to upgrade and expand their competence by continuing study, and conduct continuing education and professional development programs.

g. Develop the civic consciousness of members of the engineering profession, and serve the public good by support of, and cooperation with public officials.

h. Represent the engineering profession in legislative matters in the interests of the state and the profession.

i. Promote high standards of engineering education.

j. Establish and preserve high standards of ethical conduct and practice by members of the profession.

k. Cultivate public appreciation for the work of the engineer through improved public relations, and provide a forum for effective exchange and advancement of knowledge of matters of concern to the profession.

l. Assist young people in obtaining reliable information concerning the profession of engineering.

m. Mentor young engineers and assist them in their career track toward licensure.

BYLAW 3 - MEMBERSHIP

Section 1. The membership grades shall coincide with those grades as set by NSPE and shall consist of Licensed Member, Member, Student Member, Grandfathered Member, Life Member, Retired Member, Affiliate Member, Associate Member and Honorary Member as defined by the Bylaws of NSPE.

Section 2. All members shall pay annual dues as set forth in the Operating Procedures. A member’s dues shall be current, as defined in the Operating Procedures, for the member to receive the privileges and benefits of membership.

Section 3. Licensed Members, Members, Grandfathered Members, and Retired Members shall have voting privileges in the Society.

Section 4. All members eligible for membership in NSPE shall be members of NSPE to continue membership in good standing in the Society.

Section 5. Should the licensure of a member be revoked for any reason, other than retirement from active practice, the person shall automatically cease to be a member of the Society.

Section 6. A member may be disciplined by the Society for cause as provided in the Society’s operating procedures. In disciplinary matters, the Board of Directors, hereinafter the Board, may: (a) authorize joint action with other state societies; (b) waive jurisdiction to another state society; or (c) request the assistance of NSPE where, in the Board's judgment, the circumstances warrant.

BYLAW 4 - OFFICERS

Section 1. The officers of the Society shall consist of the President, President-Elect, three Vice Presidents, Secretary, Treasurer, NSPE Delegate and immediate Past President.

Section 2. The President-Elect, Vice Presidents, Secretary and Treasurer shall be elected for a term of one year. The President, President-Elect, and Vice Presidents may serve up to two consecutive elected terms in the same office. The President-Elect shall automatically assume the presidency for the year following election.

Section 3. Eligibility to nomination, election or retention of a position as an elective officer of the Society shall be contingent upon residence or employment in the state and membership in the state Society.

Section 4. The duties of the officers shall be as defined in the Operating Procedures.

Section 5. The Treasurer and the Executive Director (if this position is established) shall provide security, at the expense of the Society, for such amount as may be determined by the Board.

Section 6. The officers shall take office, and the President-Elect elected the previous year shall become President, on the first day of the Administrative Year following their election, and shall hold office until their successors have been duly elected and installed.

Section 7. In the event the President becomes unable to serve, the President-Elect shall succeed the President and complete the term of office of the vacating President and then their own term as President. The office of President-Elect shall remain vacant until the next Annual Meeting, at which meeting a President-Elect shall be installed. A vacancy occurring in any other position including members of the Board shall be filled through election by the Board, with the exception of the chair of each practice division who shall be selected by that division and the representative of each Chapter shall be selected by the Chapter. Any vacancy shall be filled for the un-expired term of the officer being replaced.

Section 8. A Delegate to the NSPE House of Delegates shall be elected by the Society to represent the Society at the NSPE House of Delegates Assembly, as set forth in Bylaw 5. This member shall serve as Delegate for a two-year term and shall be eligible to serve no more than two consecutive terms.

BYLAW 5 -ELECTIONS

Section 1. Nominations for elective offices shall be made by the Nominating Committee or by petition signed by 10 percent of the members eligible to vote or 50 such members, whichever is less.

Section 2. The Nominating Committee shall be comprised of the most recent available past president as its chair, and a minimum of two other members as set forth in the operating procedures.

Section 3. The Nominating Committee shall canvass the membership, chapters, practice divisions and Young Engineers Advisory Council (if they exist) for candidates for office and shall offer one

or more nominations for each office. No one who is a member of the Nominating Committee shall be eligible for nomination to office.

Section 4. The Nominating Committee shall report the names of nominees, together with a brief biographical sketch of each nominee, to the secretary by April 1st.

Section 5. Nominations by petition must be delivered to the secretary by April 1st. Nominees, by petition, may include members of the Nominating Committee.

Section 6. Whenever there is more than one nomination made for any office to be filled, the Secretary shall prepare an official ballot that shall be mailed or sent electronically to the last known address to each voting member in good standing on or before April 15^th. The official ballot shall contain a listing of all offices to be filled and the nominations therefore. Voting shall be limited to these nominations for office.

Section 7. Election of officers and directors shall be made annually by a plurality vote on individual letter or electronic ballots sent to all voting members of the Society in good standing. Procedures for collecting and counting ballots shall be defined in the Operating Procedures.

Section 8. Election of the Delegate to the NSPE House of Delegates shall be made biannually by a plurality vote on individual letter or electronic ballots sent to all voting members of the MDSPE in good standing, or by such other procedure as determined by the Society Board of Directors. This ballot may be combined with the ballot for the election of Officers.

Section 9. The nominee for each office receiving the greatest number of votes cast for office shall be declared elected for such office. The elected officers shall be known by the title of the office to which elected, with the suffix “elect” until they assume the duties of their respective offices.

BYLAW 6 - ADMINISTRATION

Section 1. The Board shall consist of the Officers set forth in Bylaw 4 plus one Board Member from each Chapter and Seven Board Members elected at large. The Board shall determine all questions of policy and shall administer the affairs of the Society under these Bylaws, Operating Procedures and the general provisions of the law under which it is incorporated.

Section 2. The latest version of Robert’s Rules of Order shall be the parliamentary authority for conducting votes and administering the society.

Section 3. Seven Board members present in person, representing at least two chapters, shall constitute a quorum. (In person means present physically, by proxy, or by teleconference or videoconference.) An affirmative vote of a majority of the Board members present in person or by proxy at any regular or duly called meeting shall be required to pass any motion not inconsistent with the Bylaws of the Society. The President shall vote only if such vote would change the outcome.

Section 4. The Board shall have authority to decide upon any question by means of a letter or electronic ballot directed to all members of the Board. Procedures for determining a vote by letter or electronic ballot shall be specified in the Operating Procedures. At any point during the voting period when a ballot is voted up or down by a majority of those eligible to vote, that determination is final. A Board Member may designate by written proxy in a form approved by the Board as set forth in the Operating Procedures.

Section 5. The Board shall direct the investment and care of funds for the Society and shall adopt an annual budget and make appropriations for other specific purposes.

Section 6. No member of the Board shall receive a salary or compensation from the Society, except for expenses incurred on behalf of the Society as approved by the Board. However, a Member of the Board may receive compensation for presenting seminars sponsored by the Society or by other societies.

Section 7. The Board may appoint an Executive Director, when the financial and other conditions warrant, and fix compensation and define the duties of the office.

Section 8. The administrative and fiscal year of the Society shall be as determined by the Board.

Section 9. The Board shall determine the location of the Headquarters of the Society.

Section 10. The Board shall develop written Operating Procedures, which shall become effective, be amended or be rescinded upon a majority vote of the Board, unless otherwise indicated by the Board.

Section 11. Board members who have not attended in person at least 50% of the Board meetings in a given administrative year, may be removed from the Board by majority vote of the Board.

BYLAW 7 - MEETINGS

Section 1. The Society shall hold an Annual Meeting at such time and place as may be selected by the Board, which meeting shall be open to all members.

Section 2. Special meetings of the Society shall be called by the President, on a two-thirds vote of the Board or upon petition by 50 members of the Society, or 10 percent of the membership, whichever is less.

BYLAW 8 - CHAPTERS

Section 1. The membership of the Society shall be organized into chapters (as determined by the Board). The Board of Directors shall authorize and charter such chapters; defining boundaries as may best serve the members of the Society. Each chapter thus formed shall have a minimum of 10 voting members. All members of the chapter shall also be members of the Society and NSPE.

Section 2. The Board of Directors shall have authority to make rules and regulations for and decisions affecting the chartering, combining or dissolving of chapters.

Section 3. Each chapter chartered by the Society shall adopt such bylaws for its operation as it may deem proper; provided that nothing contained therein shall conflict with or contravene the Bylaws of the Society. Such bylaws and any changes thereto are subject to approval of the Board.

Section 4. Chapters shall engage only in such activities as are consistent with the objectives of the Society. Such activities shall be restricted to the geographical area, for which the chapter is chartered, except as authorized by the Board.

Section 5. In all matters of local concern not covered by these Bylaws, chapters shall retain full autonomy, but may call upon the Society and NSPE for advice, counsel and assistance.

Section 6. Chapters shall not contract any debt or obligation on behalf of the Society unless expressly authorized by the Board.

Section 7. The fiscal and administrative years of the chapters shall be concurrent with those of the Society.

Section 8. Student members in engineering colleges and universities may be organized into student chapters, as provided in the Operating Procedures.

Section 9. The annual chapter dues shall be determined by the Society as set in the Operating Procedures.

BYLAW 9 - PRACTICE DIVISIONS

Section 1. To further the objectives of the Society, establishment of practice divisions, consistent with those defined by NSPE, is authorized.

Section 2. The Board of Directors may sanction the creation or order the dissolution of practice divisions as provided in the Operating Procedures.

BYLAW 10 – YOUNG ENGINEERS’ ADVISORY COUNCIL

Section 1. To further the objectives of the Society, a Young Engineers’ Advisory Council is authorized. This Council shall be modeled after and consistent with the structure and operation of the NSPE Young Engineers’ Advisory Council.

BYLAW 11 - COMMITTEES

Section 1. Such committees as may be appropriate shall be established as provided in the Operating Procedures.

Section 2. The duties of committees shall be defined by the President and approved by the Board.

Section 3. Appointments to committees shall be made as set forth in the Operating Procedures.

BYLAW 12 - AMENDMENTS

Section 1. Amendments to these Bylaws may be proposed by: (a) a majority vote of the entire Board; or (b) a petition signed by not less than 10 percent of the members of this Society or 50 such members whichever is smaller.

Section 2. An amendment to these Bylaws shall become effective upon the affirmative vote of two-thirds of the Board. A minimum of 15 days must pass between the presentation of the amendment proposal to the Board and the vote to approve or disapprove the amendment proposal.

BYLAW 13 – SAVINGS CLAUSE

Section 1. Any article or section of the Bylaws and Operating Procedures found to be in conflict with the NSPE Bylaws shall be null and void. However, this shall in no way invalidate the remaining articles and sections of the Bylaws and Operating Procedures.

BYLAW 14 - DISSOLUTION

Section 1. The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Society. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board. Any residual shall be contributed to NSPE.

BYLAW 15- INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. The Society shall indemnify and hold harmless its Officers and Board members from liability arising from the good faith exercise of their judgment and authority for actions taken on behalf of the Society.

BYLAW 16 - EFFECTIVE DATE

Section 1. These Bylaws shall become effective upon its adoption in the manner prescribed for voting on amendments and thereupon the previous Constitution and/or Bylaws and prior amendments thereto are repealed.

Adopted_________________________

Last Amended _______________________

OPERATING PROCEDURES

OP No. 1 - MEMBERSHIP

Section 1. Membership applications may be received at either the state Society or NSPE. If submitted to the state Society, the secretary will review the application for eligibility and, if eligible, the application will be forwarded to NSPE.

Section 2. Membership in the Society imposes the obligation to uphold the honor and dignity of the engineering profession. It is therefore required of members to be familiar with ethical and legal standards, to observe them, to aid in preventing violations by others and to be familiar with the Society's policies and procedures relating to handling of alleged violations.

Section 3. Violation of the Society Bylaws, NSPE Bylaws or of the Code of Ethics, or criminal conviction shall be considered as just cause for discipline as hereinafter provided.

Section 4. An AFFILIATE member is any person of high moral character who does not otherwise qualify as a Licensed Member, Member or Student Member. An Affiliate is an Affiliate-at-Large and not a chapter affiliate or NSPE affiliate.

Section 5. An ASSOCIATE member is a business entity not eligible for membership in NSPE with rights and privileges within the Society without association with NSPE. The Board shall approve such rights and privileges

OP No. 2 - DUES

Section 1. Dues become due and payable January 1 of each year, or as otherwise determined by the NSPE Board of Directors.

Section 2. The Board shall set the annual dues for membership in the Society, the annual dues for membership in chapters and practice divisions and the dues for Affiliate or Associate Members.

Section 3. Members admitted for the first time and paying full dues shall receive services as directed by the Board.

Section 4. NSPE shall collect annual dues, unless directed otherwise by the Board of the state Society. If the Society or chapter collects dues, the appropriate state official shall transmit to NSPE the national dues collected for that organization, on a monthly basis.

Section 5. If the dues of any member remain unpaid on the due date, said member shall be listed as "delinquent" and shall be dropped from the membership rolls of the Society if unpaid for a period of 90 days. Payment of delinquent dues must accompany the request of such person for readmission for the current year.

Section 6. A member shall become eligible for Honorary, Life or Retired membership status, with waiver or reduction of dues after meeting the requirements as set forth by the NSPE Bylaws.

Section 7. Dues may be waived for a period of one year in hardship circumstances, including unemployment. The member’s State Society and the NSPE Executive Director shall approve application for a waiver of dues.

Such application, if approved by the Society, shall be submitted to NSPE for approval of the waiver of any NSPE dues.

Section 8. Upon receipt of a bachelor's degree in engineering, Student Members in good standing shall be advanced without filing an application to the next higher membership grade for which

qualified, except that graduate students may retain Student Membership by written request to the Society.

OP No. 3 - FISCAL AND ADMINISTRATIVE YEARS

Section 1. The fiscal year of the Society shall be from June 1 through May 31

Section 2. The administrative year of the Society shall be from June 1 through May 31

OP No. 4 - CHAPTERS

Section 1. A chapter may organize within the provisions of the Bylaws of the Society and may, upon application, receive a charter from the Society and then be known as a chapter of the Society.

Section 2. A charter may be issued upon approval of an application by the Board and shall be signed by the President and the Secretary of the Society.

Section 3. In advance of the Society's Annual Meeting, each chapter shall elect officers and directors as required. The Secretary of each chapter shall send a report of such election results to the Secretary of the Society at least 30 days prior to the date fixed for the Annual Meeting.

Section 4. The Board may authorize and issue charters for student chapters at approved engineering colleges or institutes of technology. Rules and regulations for the organization and operation of student chapters shall be determined by the Board and shall be designated according to the policies of NSPE.

a. Each student chapter shall have a faculty adviser who shall whenever possible be a member of the Society. The student chapter adviser shall be appointed by the Society, through the local chapter concerned, on the recommendation of the dean of the college or school involved.

b. Each student chapter shall have a liaison officer from the sponsoring chapter who shall not be directly affiliated with the college or school involved. The sponsoring chapter shall appoint the liaison officer, and one liaison officer may serve more than one college or school.

OP No. 5 - AFFILIATED GROUPS

Section 1. Affiliated groups may be established with approval of the Board. The purpose of such affiliations shall be to assist in promoting the best interests of the professional engineer and the Society and shall be defined in a charter agreement establishing the affiliation. The affiliated group shall be responsible to the Board for fulfilling the actions defined in the charter.

OP No. 6 - BOARD OF DIRECTORS

Section 1. The Board of Directors shall have the direction and general supervision of all matters pertaining to the Society. It shall adopt and monitor a budget and cause the accounts of the treasurer to be audited not less than once a year.

Section 2. The Board shall provide for and superintend the publication and distribution of all proceedings or transactions of the Society and shall have authority to appoint an editor and publish an official periodical for the Society.

Section 3. The Board shall be empowered to invest and reinvest such funds as may be available for the creation of a reserve fund.

Section 4. Board designees shall attend chapter meetings for the purpose of inquiring into the condition of the profession and to improve the communication between the chapter membership and the Society.

Section 5. The Board shall hold a regular meeting at the time of the Annual Meeting and at least once each quarter thereafter. It shall hold special meetings at the call of the President or on the petition of 25 percent of the Board.

Section 6. A notice of each meeting of the Board shall be transmitted in writing or electronically to each member of the Board at the member's last recorded address at least 10 days prior to the scheduled date thereof. An agenda and copy of each report and resolution, which are to be considered at such meetings, shall accompany the notice of the meeting and no other matters shall be considered at such meetings without the consent of the majority of the members of the Board in attendance.

Section 7. All nominations for national awards for NSPE must be submitted for the Board’s consideration a minimum of 90 days prior to the NSPE due date.

Section 8. Induction to the College of Fellows of the Society shall be at the sole discretion of the Board. Induction shall be in recognition of a long and distinguished career in the practice of engineering, and for having exhibited personal and professional qualities that have served as a role model for practitioners and for having advanced the state of the profession.

OP No. 7 - BALLOTS OF THE BOARD

Section 1. The President may at any time direct the Secretary to submit any question to the members of the Board by means of a letter or electronic ballot.

Section 2. Upon direction of the majority of the members of the Board present at any meeting, where less than all members of the Board are present, the Secretary shall submit any question to the members of the Board by means of a letter or electronic ballot.

Section 3. The Secretary shall record as a part of the minutes of the appropriate meeting the data concerning each letter ballot, including the dates of the mailing and the return of the ballots, and the

names and votes of all members voting. The Secretary shall notify all members of the Board of the results within three weeks of the date of the original action.

OP No. 8 - ELECTIONS

Section 1. The election of chapter officers shall be completed on or before June 1st of each year. They shall assume their duties on the first day of the administrative year and shall hold office until their respective successors assume such duties. The procedures for electing chapter officers shall be established in the chapter bylaws.

Section 2. Each practice division shall elect a Chair and Chair-elect. The procedures for nomination and election to these positions shall be established in the Practice Division Operating Procedures.

Section 3. The Young Engineers’ Advisory Council shall elect a chair and chair-elect. The procedures for nomination and election to these positions shall be established in the Young Engineers’ Council Operating Procedures. These positions shall constitute the officers of the Young Engineers’ Advisory Council.

OP No. 9 - OFFICERS

Section 1. President -- The President shall preside at all meetings of the Society and of the Board of Directors; shall be, ex-officio, a member of all committees; shall appoint chairs and members of all committees; and have general direction of the business of the Society. The President shall exercise supervision over the operations of the Executive Director, and keep the Board apprised concerning that office.

Section 2. President-Elect -- The President-Elect shall act as President in the President's absence, and shall undertake assignments at the request of the President or the Board. The principal activity of the President-Elect shall be an assessment of the Society, and the development of plans for the following year.

Section 3. Vice Presidents -- The Vice Presidents shall have such duties as the President or Board may assign. In the absence of, or in case of the inability of the President and President-Elect to serve, it shall be the duty of one of the Vice Presidents to perform all the duties of the President. The selection of which Vice President shall assume the duties of the President shall be determined by a majority vote of the Board.

Section 4. Treasurer -- It shall be the duty of the Treasurer to protect all money and records of account of the Society, make an annual report of receipts and disbursements to the Society; give such security, to secure the faithful discharge of duties as may be determined from time to time by the Board. The fee for security shall be paid out of the treasury of the Society. At the expiration of

the term of office, all books, papers, and money belonging to the Society shall be turned over to the successor Treasurer, who shall give the preceding Treasurer a receipt therefore.

Section 5. Secretary -- The Secretary shall record proper proceedings of meetings and perform such duties as are required by law, or assigned by the Board.

Section 6. Executive Director--The Executive Director shall keep an accurate record, and have custody, of all official papers and records; call the meeting to order in the absence of the President, President-Elect and Vice Presidents; issue all calls and notices ordered by the President or the

Board; submit at the Annual Meeting a written report covering the duties and activities of the position, including a statement of the membership of the Society; give security, to be paid out of the treasury of the Society, to secure the faithful discharge of assigned duties; receive such salary as the Board shall determine; and have such other duties and prerogatives as the Board may assign. At the expiration of service, the Executive Director shall turn over to a designated successor all books, documents and other property of the Society in the custody of the Executive Director, receiving a receipt therefore.

Section 7. NSPE Delegate –The Delegate to the House of Delegates shall attend and represent the Society at the NSPE House of Delegates Assembly and represent the Society in all other matters of the House of Delegates. The Delegate shall report actions taken by the House of Delegates to the Society Board of Directors and shall consult with the Board of Directors on a regular basis to properly represent the wishes of the Society before the House of Delegates.

OP No. 10 - COMMITTEES

Section 1. The Standing Committees of the Society shall be as set forth by the Board. The following committees should be considered:

Licensure and Qualification for Practice

Continuing Professional Competency

Legislative and Government Affairs

Ethics and Practices

Engineers Week

Honor Awards

Public Relations

Publications (official magazine or newsletter)

Membership

Chapter Activities

Budget and Finance

Nominating

Policy Review

MATHCOUNTS

Two or more of these functions may be combined into a single committee.

Section 2. There shall be an Executive Committee consisting of the following officers and directors-Past-President, President, President-Elect, Vice Presidents, Treasurer and Secretary. The

Executive Committee shall act as an auxiliary body of the Board to review, select, assemble and organize material and issues to be presented to the Board and to perform any other actions or duties

as may be authorized by the Board. All actions taken by the Executive Committee shall be reported to the full Board by the President or another officer selected by the Executive Committee at the next meeting of the Board for ratification or recommended action by the Board. The Executive Committee shall not be empowered to pass any resolutions or take any other actions of a policy nature that would be binding on the Society.

Section 3 Each of the standing committees shall consist of members appointed annually by the President, who shall also designate the chair of each committee. The practice divisions may appoint such committees as are necessary to carry on their activities.

Section 4. Each standing committee shall inform the Board of its activities at least once each year, or as otherwise directed by the President.

Section 5. The President shall appoint such other special committees as may be desirable for the conduct of the business of the Society.

Section 6. No committee shall commit the Society without specific authorization from the Board.

OP No. 11 - PRACTICE DIVISIONS

Section 1. Practice divisions, comprised of members having common professional interests, shall operate under the Bylaws of the Society. Operating Rules and any changes thereto must have the approval of the Board before becoming effective. The Board may create or dissolve a practice

division after conducting a hearing on the need for such action. The President may appoint a committee to conduct the affairs of the practice divisions.

Section 2. The practice divisions shall provide effective forums for discussion and united action for members grouped according to type of professional employment. The goal of practice divisions shall be improved professional recognition, improved conditions of employment, and other matters of mutual benefit.

Section 3. Membership in each practice division shall be limited to members of the Society, except as specifically provided for in the Rules of the division.

Section 4. The officers of each practice division shall include a Chair, Chair-elect, the immediate past Chair, and such other officers as determined by the division and approved by the Board.

Section 5. Officers shall assume the duties usually performed by officers in like positions, subject to rules, which may be adopted by the division and approved by the Board.

Section 6. The officers shall constitute the practice division executive board.

Section 7. When considered necessary for promoting or forwarding its special objectives, any practice division may establish a fund for that purpose, to be maintained in the treasury of the Society. Such funds may be obtained through dues and/or assessment of its own members; or by other means, which are authorized by the Board. The Treasurer of the Society shall be the custodian

of all practice division funds, the expenditure of which shall be subject to the approval of the officers of the division.

Section 8. Minutes shall be kept and filed for all meetings of practice divisions and the division executive board. An annual report outlining the division's activities for the year, including financial statement and officers, shall be made to the Board.

Section 9. All actions by practice divisions shall be consistent with the policies of the Society.

Section 10. Practice divisions serving the Society shall be as follows:

Professional Engineers in Construction

Professional Engineers in Higher Education

Professional Engineers in Government

Professional Engineers in Industry

Professional Engineers in Private Practice

OP No. 12 – YOUNG ENGINEERS’ ADVISORY COUNCIL

Section 1. All Society members who are 35 years old or younger at the beginning of the administrative year shall be members of the Young Engineers’ Advisory Council (hereafter referred to as YEAC). Only those members who are voting members of the Society shall be voting members of the YEAC.

Section 2. The YEAC shall provide effective forums for discussion and united action for issues related to the professional employment and development of young engineers. The goal of the YEAC

shall be improved professional development and recognition, improved conditions of employment, and other matters of mutual benefit for its members.

Section 3. The YEAC shall establish Operating Rules that shall govern their activities. These Operating Rules and any changes thereto shall receive approval by the Board before becoming effective.

Section 4. The officers of the YEAC shall include a Chair, Chair-elect, the immediate past Chair, and such other officers as determined by the YEAC and approved by the Board.

Section 5. Officers shall assume the duties usually performed by officers in like positions, subject to rules, which may be adopted by the YEAC and approved by the Board.

Section 6. The officers shall constitute the YEAC’s executive board.

Section 7. When considered necessary for promoting or forwarding its special objectives, the YEAC may establish a fund for that purpose, to be maintained in the treasury of the Society. Such funds may be obtained through dues and/or assessment of its own members; or by other means, which are authorized by the Board. The Treasurer of the Society shall be the custodian of all funds, the expenditure of which shall be subject to the approval of the officers of the YEAC.

Section 8. Minutes shall be kept and filed for all meetings of the membership and the executive board. An annual report outlining the YEAC's activities for the year, including financial statement and officers, shall be made to the Board.

Section 9. All actions by the YEAC shall be consistent with the policies of the Society.

OP No. 13 - MEETINGS

Section 1. The Annual Meeting of the Society shall be held as ordered by the Board for receiving the annual reports and the transaction of any other business. All members of the Society are welcome at this meeting.

Section 2. Periodic and/or special meetings of the Board, called as provided for in the Bylaws shall be meetings open to all members of the Society. A “closed” or “executive” session may be called only to discuss personnel, disciplinary or other legal matters that require strict confidentiality. A “closed” meeting shall be called only upon a vote of the Board. Only business specifically allowed for in a “closed” meeting shall be discussed.

Section 3. The order of business at meetings of the Board shall be determined by the President and shall be subject to approval of the Board.

Section 4. Robert's Rules of Order (revised) shall govern matters of parliamentary procedure of the Society.

OP No. 14 - OFFICIAL PERIODICAL

Section 1. The Society shall publish an official periodical. This publication shall be produced and shall be distributed to all members of the Society, either via mail or electronically. The subscription cost for members shall be included in their annual dues fee. The Board shall establish a subscription rate for non-members interested in receiving the publication.

Section 2. Paid advertisements may be sold to generate revenue in conjunction with the official periodical. The Board shall establish advertising standards and rates. Any revenue generated shall be deposited in the general fund of the Society.

OP No. 15 - DISCIPLINE

Section 1. Charges or complaints of alleged violations of the Code of Ethics or of laws and regulations governing the profession may be filed in writing by anyone having factual knowledge of the matters. Charges concerning the NSPE Bylaws or Society Bylaws, or for conduct unbecoming a Professional Engineer or for conduct unbecoming a member of the Society or for conduct prejudicial to the good order of the Society may be filed by any member in good standing. Each member is responsible to render written reports of factual knowledge of alleged violations of the Code of Ethics. Charges shall be filed with the Secretary of the Society.

Section 2. The Ethics and Practices Committee shall conduct an initial informal investigation of alleged violations. When such informal investigations indicate that a formal investigation is advisable, the Society president shall direct the Ethics and Practices Committee to conduct a formal investigation and recommend whether or not a hearing is warranted.

Section 3. Hearings shall be conducted by a Hearing Commission of not less than three members of in good standing appointed by the President, which shall render a recommendation to the Board.

Section 4. A two-thirds vote of the Board shall be necessary to a finding sustaining a charge or charges. Thereafter the penalty shall be determined by majority vote.

Section 5. Disciplinary action may be taken by the Society against a member who resigns his membership after charges of unethical conduct have been filed against such member, in which case the former member shall have the same rights of defense and procedure as prescribed for members in good standing. In the case of resigned members, the Society may issue a notice of censure or prescribe that the Society records show that such member shall not be eligible for membership for a stipulated number of years, or indefinitely, or both, and may publish its findings.

Section 6. If a professional engineer is charged who is not a member, the accused will be advised of the charges and offered the service of the Society in investigating and adjudicating the charges. If the person charged consents, the case will be handled in the established manner.

Section 7. The person who filed the charges will be notified of the final decision and it shall be published in the official publication of the Society unless the Board shall have determined that justice is better served by withholding publication.

Section 8. The Board may adopt and publish a policy and procedures to govern the handling of disciplinary matters. The procedures shall provide for due process, for representation by counsel, for cooperation and exchange of information with and recommendations to the State Registration Board, for recording and disposition of records, for use of advisory counsel by the Society and for cooperation with other state societies and the National Society.

Adopted ___________________________________

Last Amended ______________________________