Constitution of The Rochester Engineering Society
Article I. Membership
Section 1. The name of this Association is the Rochester Engineering Society, Inc. (RES). It is a nonprofit corporation organized and operated exclusively for educational and scientific purposes.
Section 2. The purposes of RES are:(a) To advance the art and science of engineering, for the general public welfare in Rochester and its adjoining counties.
(b) To foster in practicing and prospective engineers excellence as professionals, as citizens, and as individuals.
(c) To promote communication and cooperation among all branches of engineering.
(d) To make recommendations on public matters of particular concern to engineers.
(e) To help make suitable arrangements for meetings of engineering groups and their guests.
(f) To handle all transactions regarding stationary or movable property so as to further the purposes outlined above.
Section 3. RES shall have its principal office in Monroe County, State of New York, from which it shall carry out its general administrative functions in accordance with the Not-For-Profit Corporation Law.
ARTICLE II. BYLAWS
Section 1. Bylaws shall be established, as set forth below, for the purpose of governing the operations and administration of RES. The term “Bylaws” as used in this Constitution refers only to RES Bylaws.
Section 2. Bylaws amendments shall be adopted by an affirmative two-thirds vote of those voting members present at a regularly constituted meeting of the RES Board of Directors.
ARTICLE III. INDIVIDUAL MEMBERSHIP
Section 1. The grades of individual membership in RES, member qualifications, privileges of and requirements for admission, and conditions pertaining to transfer and severance shall be specified in the Bylaws.
Section 2. The term “member,” when printed without an initial capital in the Constitution, denotes all grades of individual membership.
Section 3. The term “voting member” as used in this Constitution refers to those members of Member grade or of other grades as defined in the Bylaws.
Article IV. Group Membership
Section 1. Provisions can be made for group membership in RES. The privileges and responsibilities of each type of group membership shall be specified in the Bylaws.
ARTICLE V. DUES AND FEES
Section 1. Dues and fees shall be specified in the Bylaws.
Section 2. Under exceptional circumstances, all or part of the payment of dues and fees may be deferred or waived by the Board of Directors.
ARTICLE VI. MEETINGS
Section 1. An Annual Meeting of the membership shall be held within four (4) weeks of the end of the fiscal year to elect officers, receive reports, and perform other functions that are required by law or specified in the Bylaws. The President of RES shall preside or, in the President’s absence, the next highest ranking officer present as listed in Article VII, Section 1.
Section 2. Regular or special meetings, other than the annual meeting, can be arranged as prescribed in the Bylaws.
Section 3. Twenty-five members shall constitute a quorum for any general meeting of the Society.
ARTICLE VII. OFFICERS
Section 1. There shall be a President, a First Vice President, a Second Vice President and a Treasurer, all of whom shall be elected for one-year terms and shall have responsibilities as prescribed in the Bylaws.
Section 2. There may be an Executive Director who shall be appointed by the Board of Directors and serve at its pleasure.
ARTICLE VIII. BOARD OF DIRECTORS
Section 1. A Board of Directors, referred to below as the Board, shall be the governing body and shall set the policies of the RES.
Section 2. The Board shall consist of the four elected officers of the Society, the Past President of RES most recently retired from that office, and eight elected Directors, together with one Affiliate Representative from each RES Affiliate Member, as established in the Bylaws in accordance with Article IV of the Constitution.
Section 3. Each Director’s term of office shall be for two years, staggered so that four new directors can be elected annually. Affiliate Representatives from RES Affiliates shall be appointed by those groups for a term coincident with their own policies.
Section 4. A quorum of the Board shall be at least seven of the officers and directors elected by voting members of RES. In all meetings of the Board, each officer and Director elected by voting members of RES shall be entitled to one vote. Each Affiliate Representative from an RES Affiliate shall be entitled to one-third vote if he or she is a Member of RES. Board decisions will be made by a majority of the votes cast.
Section 5. All members of the Board elected by voting members of RES shall be of Member grade.
Section 6. Vacancies occurring among those members of the Board described in Section 5 shall be filled by a majority vote of the remaining members of the Board.
Section 7. The Board shall hold a meeting during June of each year following the annual meeting of RES and before July first.
Section 8. Provisions concerning additional meetings of the Board shall be specified in the Bylaws.
Section 9. The Board shall establish an Executive Committee with power to act for the Board between Board meetings, including the power to direct investment of the Society’s funds. The Executive Committee shall consist of the four elected officers of the Society, the Past President, and one other Director, chosen by the Board. A quorum of the Executive Committee shall be four.
ARTICLE IX. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1. The Board of Directors shall submit to all voting members no later than two weeks prior to the Annual Meeting of each year a list of nominees for officers and directors. The procedure for selecting these nominees shall be specified in the Bylaws.
Section 2. Additional nominations may be made by petition, signed by a least 10 voting members. Such a petition shall be filed with the President no later than one week prior to the Annual Meeting and shall be accompanied by a written acceptance from each nominee.
Section 3. At the Annual Meeting, the Board shall present to all voting members for their vote a list of all qualified nominees, and shall proceed to conduct the election in accordance with the Bylaws.
ARTICLE X. AMENDMENTS
Section 1. Amendments to the Constitution may be proposed by the Board of Directors or by petition. A resolution adopted by vote of at least two-thirds of those voting members present at a regularly constituted meeting of the Board of Directors is necessary to place a proposed amendment, or amendments, before the membership for vote. A petition must be signed by at least fifteen voting members of RES. A copy of any proposed amendment or amendments shall be mailed to each voting RES member at least thirty days before the date designated for counting the votes.
Section 2. At least two-thirds of all votes cast, providing the total number of those voting is not less than twenty percent of the total number of voting members, must be in favor of an amendment for it to be adopted.
BYLAWS TO THE CONSTITUTION
Latest revision: Oct. 24, 2018 (BOD Meeting)
ARTICLE I. MEMBERSHIP
Section 1. Any reputable person engaged in engineering or an allied technology or business, or having an interest in it, shall be eligible for individual membership in one of the grades described in Sections 3 through 10 of this Article.
Section 2. The designations of membership grade shall be: Honorary Member, Member Emeritus, Retired Member, Student Member, Regular Member, Associate Member, Sustaining Member, Affiliated Society, and Corporate Member.
Section 3. (Honorary Member) Honorary membership may be granted by the Board in recognition of distinguished service to the profession of engineering or technical education. An Honorary Member shall not be entitled to vote or hold elective office, and shall not be subject to payment of dues.
Section 4. (Member Emeritus) The Board may award the grade of Member Emeritus to a Regular Member, Associate Member, or Sustaining Member who has reached the age of 60 and has retired from full time employment. Such a person must also have maintained 20 consecutive years of active interest and good standing in the Society. A Member Emeritus shall have voting privileges and shall be exempted from the payment of dues. He or she will be able to hold elective office in accordance with the membership grade they held prior to being elected Member Emeritus.
Section 5. (Fellow) The title of Fellow has been awarded to recipients of the Leo H. East Award as Engineer of the Year. Members holding the honorary title of Fellow shall be exempted from the payment of dues. He or she will be able to hold elective office in accordance with the membership grade they held prior to being elected a Fellow. No member shall be awarded the title of Fellow after June 1, 2012. Any member awarded the title of Fellow prior to June 1, 2012 shall retain the title.
Section 6. (Retired Member) At a Member's option, the Board may grant the grade Retired Member to a Regular Member, Associate Member, or Sustaining Member, who has reached the age of 60 and has retired from full time employment. A Retired Member shall be entitled to vote or hold elective office in accordance with the grade of membership for which they would normally qualify.
Section 7. (Student Member) A Student Member is enrolled in an undergraduate engineering or an applied arts and science curriculum approved by the Board. The Board may grant the grade Student Membership to a high school student planning to enter an undergraduate engineering or an allied arts and science curriculum, approved by the Board.
Section 8. (Regular Member) A Regular Member shall be an individual who is at least 21 years of age and who meets at least one of the following five qualifications:
Section 9. (Associate Member) An Associate Member shall be a member who, through his or her professional specialty, has a strong liaison with or interest in the technical community and who wants to participate in or support the activities of the Society. An Associate Member is not entitled to vote or hold elective office. An Associate Member can obtain Regular Member status on presentation of evidence to the Society that Regular Member qualifications as outlined on Article I, Section 8, have been met.
Section 10. (Sustaining Member) Any member who, through interest in the Society and its work for the engineering profession voluntarily elects to pay additional annual dues which shall be set by the Board of Directors shall be designated a Sustaining Member for the year in which such payment is made. Sustaining Members shall be entitled to vote or hold elective office in accordance with the grade of membership for which they would normally qualify.
Section 11. The membership status of any person who applies for reinstatement in the Society, after a lapse in membership due to resignation or any other cause, shall be determined by these Bylaws.
Section 12. (Affiliate Society) With Board of Directors approval, any organization or local section of engineers, whose purposes agree with those of the RES, may become an Affiliated Society and shall be entitled to one representative on the Board.
Section 13. (Corporate Member) A Corporate member shall be a company, corporation or similar organization that contributes yearly to the RES. The minimum amount of contribution shall be set by the Board of Directors. A Corporate member shall not be considered a Group Member, shall not be entitled to representation on the Board, and shall not be entitled to vote.
ARTICLE II. ADMISSION AND EXPULSION
Section 1. All members shall be admitted to RES only on approval of the Board of Directors.
Section 2. An application for membership shall be submitted on a form provided for that purpose.
Section 3. A change of membership grade may be made by the same procedure as that established for admission to membership.
Section 4. A member in good standing may terminate membership by written notice to the Board.
Section 5. A member may be expelled by a two-thirds vote of the members of the Board present during the meeting at which such action is taken. Expulsion may be for nonpayment of dues, or for conduct contrary to the best interests of RES. A member shall be given written notice of such charges at least 30 days before the meeting at which action is planned and shall be given an opportunity to reply to those charges before any action is taken.
ARTICLE III. DUES AND FEES
Section 1. Annual dues for all categories shall be set by a 2/3 vote of the Board of Directors.
Section 2. Dues of individual members shall be payable June 1 of each year. Dues are not refundable.
Section 3. A change of status in membership shall not require a corresponding adjustment in dues until the fiscal year following the change.
Section 4. The RES fiscal year shall run from June 1 of a given year to May 31 of the next.
Section 5. A member whose dues are in arrears one year shall forfeit the privileges of membership. Reinstatement is at the discretion of the Board.
Section 6. The Board may establish a schedule of fees for services to Affiliated Society members. Such fees shall be uniformly applied. Sixty days' notice shall be given to these members of any change in the schedule.
ARTICLE IV. MEETINGS
Section 1. The Board shall establish the time and place of the annual meeting and give at least 30 days' notice of this meeting to the members.
Section 2. The Board may call other meetings at its discretion. The members shall be given a least 20 days' notice of any special meeting and of its purpose.
Section 3. A special meeting of RES may be called by petition, signed by at least 25 voting members. Such a petition must be filed with the Executive Director, or the officers if there is not an appointed Executive Director, at least 30 days before the proposed date of the meeting being called.
Section 4. Meetings of the Board, other than the June meeting (Pursuant to Article VIII, Section 7, of the Constitution) may be called at the President's discretion. Such Board meetings shall be called at least once in each calendar quarter. Members of the Board shall be given notice of any Board meeting, and its purpose, at least 10 days before the meeting.
Section 5. Robert's Rules of Order shall govern the conduct of all Board meetings of RES.
ARTICLE V. ELECTION OF OFFICERS & DIRECTORS
Section 1. If no more than one candidate is nominated for each office, election of the officers and directors may be by voice vote at the annual meeting of RES.
Section 2. If any office is contested, ballots bearing the names of the candidates, and the office for which they seek election, shall be sent to all voting RES members one week prior to the annual meeting. The ballots shall be returned to the RES office no later than the close of business one day prior to the annual meeting and shall be tallied by a committee appointed by the President. The candidate receiving the largest number of votes for a contested office shall be elected to it. The Board shall ensure the validity of the ballots cast.
ARTICLE VI. DUTIES OF OFFICERS
Section 1. New officers and directors shall assume the duties of their offices on June 1 following their election. All officers shall serve for a term of two years starting June 2020.
Section 2. The President shall preside at all meetings of RES and of the Board and shall appoint a chairperson to any special committees as may be authorized by the Board.
Section 3. If the President is absent, one of the Vice Presidents, in order of First then Second, shall perform the duties of the president.
Section 4. If all presiding officers are absent, a President pro tem shall be appointed by a majority vote of the members present.
Section 5. The Treasurer shall have charge of the RES funds, and shall keep a regular account of them. The Treasurer shall make disbursements of the funds that are authorized by the Board. All bills shall be paid by check signed by any two of the following: President, First Vice President, Second Vice President, or Treasurer. The Treasurer shall perform all other duties assigned by resolution of RES or by the Board. The Treasurer shall present annually to the Board of Directors a balance sheet of such books as of the 31st of May and furnish from time to time other statements that are require. At least once every six years the Board of Directors shall engage a firm to provide an independent review of all RES financial activity.
Section 6. If there is an appointed Executive Director, he/she shall have headquarters at the office of RES and shall issue notices of and take minutes at meetings, promptly inform committees of their appointment, notify new members of their election, and edit and publish "The Rochester Engineer." The Executive Director shall be expected to attend all meetings of RES and its Board, keep a record of the proceedings of the Society, be the custodian of these records and documents, and see that all money due RES is collected and deposited for RES in a bank designated by the Board. The Executive Director shall provide the Treasurer with a statement covering all deposits made. The Executive Director shall certify the accuracy of all bills or vouchers for which money is due and furnish monthly to the Treasurer a statement of receipts and expenditures. The Executive Director shall conduct the correspondence of RES and keep full records of it, have charge of RES quarters and their contents, supervise the work of all RES employees, and perform all all other duties which may from time to time be assigned by the Board.
Section 7. Duties of the Executive Director as described in Article VI, Section 6 may be carried out by the Administrative Director under the direction of the President.
ARTICLE VII. ORGANIZATION
Section 1. The President, with Board approval, may appoint any special committees deemed necessary.
Section 2. The RES shall fulfill its purposes through standing committees, at the discretion of the Board of Directors.
Section 3. Each Board member shall serve as chairperson or be a member of at least one Standing Committee. These responsibilities may change each year for each Board member.
Section 4. The major responsibilities of each Standing Committee shall be executed by the Standing Committee. Standing Committee Chairpersons shall be appointed by the President. (Exceptions to this are noted in parts "e" and "f" of Section 8). The Committee Chairperson shall select committee members from the members-at-large, the elected officers or directors, or non-RES members. No Standing Committee will consist of fewer than 2 RES members. Each committee established shall report to a member of the board of Directors who shall summarize the activities at regular board meetings as required.
Section 5. Committees dedicated to Public Affairs shall be responsible for: (a) maintaining liaison with area residents and local industrial firms; (b) maintaining a roster of qualified public speakers available to address community groups on subjects with technical content; (c) organizing and holding informative meetings on subjects related to technology; (d) maintaining relationships with the news media; (e) organizing task forces to study problems in the public domain that would benefit from the application of technical skills; (f) presenting a series of informational meetings aimed primarily at benefiting members and their guests; and (g) coordinating the use and maintenance of a skills bank to provide volunteer technical help and public agency liaison with the guidelines set by the Board of Directors.
Section 6. Committees dedicated to Budget and Finance shall be responsible for (a) prepare an annual budget, (b) managing the investments of RES and, (c) recommend appropriate salary action to the Board, (d) The Budget committee shall consist of three appointed members, one of whom being the Treasurer, who shall serve as Chairperson, (e) The Investment Advisory Committee shall consist of a minimum of three appointed members from among the past presidents of RES and shall be responsible for managing the investments of RES. The current Treasurer shall serve as an ex officio member.
Section 7. Committees dedicated to the Internal Affairs of the society shall be responsible for: (a) publishing "The Rochester Engineer," with particular attention to its format, editorial contents, and advertising; (b) maintaining the RES office, and suitable equipment and staff for it, making proper arrangements for meetings and social activities of members and their guests, appraising the performance of the Executive Director and other permanent RES staff; (c) recommending needed changes to the Constitution and Bylaws of the RES or drafting any change to these documents that is requested by the Board; (d) recommending for Board approval the arrangements for all meetings of RES and coordinating meetings held by those organizations formally associated with RES; (e) recommending to the Board at its meeting in the first calendar quarter of the year nominations for all RES officers and directors and establishing a Nominations committee for this purpose which shall include the two immediate past presidents, with the junior of them to be its Chairperson; (f) developing and carrying out a plan to increase RES membership; (g) maintaining a directory of RES members for staffing of all divisional committees; and, (h) evaluating new and administering approved membership benefit plans.