Bylaws

of

Eastern Idaho Engineering Council

Article 1

Purpose

Section 1.01. Establishment. These By-Laws are hereby established for the Eastern Idaho Engineering Council, Inc., hereinafter called the EIEC or the Corporation. Said Corporation is a not-for-profit corporation chartered in the State of Idaho. These By-Laws are enacted for the purpose of empowering the Board of Directors, hereinafter called the Board, in executing the activities as stated in the Constitution of the EIEC and Articles of Incorporation. These By-Laws are declared subordinate to the Constitution.

Section 1.02. Intent.

(a) It is the intent of the EIEC to perform educational and charitable activities in the areas of engineering, science, and technology. These charitable and educational activities are intended to comply with the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under such section 501(c)(3).

(b) Further, it is the intent of the EIEC to provide:

(i) a coordination role for inter-society events,

(ii) a resource upon which the member professional societies can draw for help in planning and executing various society functions and events,

(iii) a forum for dialogue and debate amongst the leadership of the various member societies, and

(iv) a single point of contact for outside entities that would like to obtain assistance or support from the engineering community.

These tasks shall be performed in pursuit of engineering, scientific, and educational goals.

Section 1.03. Restrictions. It is not the purpose of the Board to usurp duties or functions already established as a recognized role of any one of the existing professional society sections.

Article 2

Society Membership

Section 2.01. Application for Membership. As defined in the Constitution of the EIEC, engineering, scientific, and/or other technical societies shall apply for Society Membership to the Board of Directors. Membership shall be approved by a two‑thirds vote of the Board, and the said Society Member shall be entered on the Constitutional Roll. Active Society Membership shall be indicated by an annual Active Membership Roster containing the society name, its representative’s name and signature, and the date of signature. A Society Member shall only be effective after its authorized representative has signed the aforementioned Roster.

Section 2.02. Designation of Representative. Each Society Member shall designate, at its discretion, a representative to be seated as a Director of the Board. Further, Member Societies may appoint alternate representatives who shall have authority to serve while the primary representative is unable to perform his or her duties.

Section 2.03. Cost of Membership. Membership is free of charge to any Society Member approved by the Board.

Section 2.04. Other Rules for Membership. Other rules for Society Membership shall be described in the Policies and Procedures.

Article 3

Sustaining Membership

Section 3.01. Definition of Sustaining Membership.

(a) Sustaining Members are commercial businesses and other institutions as described in the Constitution and the Policies and Procedures.

(b) A Sustaining Member has voice at Board meetings but has no vote.

Section 3.02. Dues and Fees. Dues and Fees for Sustaining Members shall be described in the Policies and Procedures.

Article 4

Government

Section 4.01. Board of Directors.

(a) Legislative and judicial authority shall be vested in the Board of Directors. Directors of the Board shall consist of one representative from each Society Member.

(b) A newly proposed Director shall be seated by a majority vote of the existing Board.

Section 4.02. Duties of Directors. Directors shall approve By-Laws, Policies and Procedures, conduct elections, enact rules, confirm appointments, and perform other duties as described in the Policies and Procedures.

Section 4.03. Term of Office. Directors shall serve a one-year term beginning January 01 and ending December 31. Directors may serve an unlimited number of terms. Directors shall serve until relieved by the seating of a new Director or until removed as stated in Article 4.G.

Section 4.04. Meetings.

(a) The Board shall meet a minimum of six times per calendar year.

(b) A Meeting Calendar shall be approved during the last quarter of the preceding calendar year.

Section 4.05. Special Meetings. Special meetings of the Board shall be called by the President or a number of Members as described in the Policies and Procedures.

Section 4.06. Quorum. A quorum necessary for a Board Meeting shall be a minimum of four Members. Further rules shall be described in the Policies and Procedures.

Section 4.07. Removal. Any Director may be removed from the Board with or without cause. The President of the EIEC shall inform the Member Society of the intent to remove. At the next Board Meeting, the intent to remove shall be put to the Board, and a two-thirds affirmative vote shall be required to remove the Director.

Article 5

Officers

Section 5.01. Constitutional Officers. The officers of the EIEC shall, at the minimum, consist of those enumerated in the Constitution: President, President-Elect, Secretary, Treasurer, and Immediate Past President.

Section 5.02. Qualifications. The qualifications for office shall be those described in the Constitution and those described in the Policies and Procedures. An officer is not required to be a Director of the Board.

Section 5.03. Election of Officers. Officers of the EIEC shall be elected by a majority vote of the Board in a manner described in the Policies and Procedures.

Section 5.04. Term of Office. The terms of office shall coincide with the calendar or when succeeded by the seating of a newly elected or appointed officer.

Section 5.05. Duties.

(a) The duties of officers shall be those described in the Constitution and those described in the Policies and Procedures.

(b) The Immediate Past President shall serve as the ex-officio Parliamentarian.

Section 5.06. Removal. Any officer may be removed with or without cause. The President shall put the intent to remove to the Board, and a majority vote shall be required to remove said officer. After approval, the President shall appoint a person to serve the remainder of the term of the vacated office.

Article 6

Staff

Section 6.01. Executive Director. The Board shall appoint an Executive Director, and his or her duties shall be described in the Policies and Procedures.

Section 6.02. Hiring Staff. The Executive Director shall have the authority to hire staff as described in the Policies and Procedures.

Section 6.03. Staff Regulations. Salaries, duties, and other regulations shall be described in the Policies and Procedures.

Article 7

Committees

Section 7.01. Standing Committees.

(a) Standing Committees shall consist of, at the minimum, Membership Committee, Public Relations Committee, Position Statements Committee, and Audit Committee.

(b) Duties of the Standing Committees shall be described in the Policies and Procedures.

Section 7.02. Other Committees. Other committees, as deemed necessary, shall be appointed by the President and confirmed by majority vote of the Board.

Section 7.03. Committee Member Qualifications.

(a) Committee member qualification shall be described in the Policies and Procedures.

(b) A person who is not a member of the Board may be appointed to serve as a member of any committee.

Article 8

Financial Policies

Section 8.01. Checking Account. The Board shall maintain a checking account at an institution described in the Policies and Procedures.

Section 8.02. Annual Budget.

(a) The Executive Director shall create an Annual Budget for approval by the Board.

(b) Regulation for the Budget shall be described in the Policies and Procedures.

Section 8.03. Expenses and Financial Obligations.

(a) Payment of expenses shall be approved by the Board.

(b) The Board shall authorize the Executive Director to pay and collect financial obligations on behalf of the EIEC. Special obligations shall be paid without Board approval as described in the Policies and Procedures.

(c) The Executive Director shall receive monies for the EIEC and transmit them to the Treasurer for deposit. The Executive Director shall request from the Treasurer checks for payment of bills incurred by the EIEC.

Article 9

Records and Property

Section 9.01. Description of Records. Official Records of the EIEC shall be those described in the Policies and Procedures.

Section 9.02. Storage and Maintenance of Records. The Storage and Maintenance of Records shall be described in the Policies and Procedures.

Section 9.03. Property. Property of EIEC and its maintenance shall be described in the Policies and Procedures.

Article 10

Policies and Procedures

Section 10.01. Purpose.

(a) The Board shall adopt, review, and amend Policies and Procedures to describe on‑going rules and activities of the Board.

(a) The Purpose of the Policies and Procedures shall be defined in Section 1 of the Policies and Procedures, and include the following:

(i) Descriptions of on-going events and practices, as described in Article 1,

(ii) Descriptions of duties for officers, standing committee chairs, other committee chairs, staff officers, and other duties for personnel.

Section 10.02. Review and Approval.

(a) The Policies and Procedures shall be reviewed by the Immediate Past-President at the beginning of his or her term of office for consideration of changes.

(b) The Immediate Past-President shall report to the Board a proposal of changes or a proposal of no changes.

Article 11

Amendments

Section 11.01. Proposal. Any Director may submit a proposed Amendment at a regular Board Meeting.

Section 11.02. Approval. At the following Board Meeting, the proposed amendment shall be put to a vote of the Board, and said amendment shall be approved by a two‑thirds vote.

Section 11.03. Further Rules. Further rules regarding amendments shall be described in the Policies and Procedures.

Article 12

Miscellaneous

Section 12.01. Indemnification. The Corporation may indemnify any Director, officer, or former Director or officer, or employee of the corporation against expenses actually and reasonably incurred by that Director, officer or former Director or officer in connection with the defense of any action, suit or proceeding, civil or criminal in which that individual is made a party by reason of being or having been a Director or officer, except in relation to matters as to which that individual is judged in such action, suit or proceeding to be liable for willful misconduct in the performance of such person’s duty to the Corporation.

Section 12.01. Non-Discrimination. This Corporation is an equal-opportunity employer.

These Bylaws were adopted at a meeting of the Board of Directors of Eastern Idaho Engineering Council on November 18, 2009.

Signatures removed for web posting. A copy of this document, with signatures, is available in the EIEC archives.