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: JULY 22, 2020 (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:
a) Holds a valid license as a professional engineer, registered architect, or land surveyor in the State of New York; or
b) Is a graduate of an engineering curriculum accredited by the Accreditation Board for Engineering and Technology (ABET) or of an architectural curriculum accredited by the American Institute of Architects; or
c) Is a graduate at the four-year baccalaureate level of a curriculum in engineering, mathematics, physical sciences, architecture, or land surveying, and who has practiced for a minimum of four years: or
d) Is a graduate of an engineering technology curriculum accredited by the ABET and has practiced for a minimum of four years; or
e) Has demonstrated, by virtue of unusual personal development and through long professional experience, to the satisfaction of the Membership Committee a competence equivalent to that of others in the Regular Member grade.
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 individual members, affiliates, and corporate 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. Annual Meeting. The annual meeting of the members of the Society will be held at the principal office of the Society prior to the renewal of the fiscal year (June 1), or at any other place and date as designated by the Directors for the purpose of electing Directors and officers for the ensuing year, presenting to the Directors a copy of the Society’s financial report for the preceding fiscal year and for the transaction of other business properly brought before the meeting. 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. Board Meetings. 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. Special Meetings. A special meeting of RES may be called by petition, signed by at least one-fifth of the entire board. 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. Place and time of meetings of the board other than the May meeting (Pursuant to Article VIII, Section 7, of the Constitution)
a) Meetings of the board, annual, regular or special, may be called by at the President’s discretion and can be held at any place within or without this state, unless otherwise provided by the certificate of incorporation or the by-laws. Such Board meetings shall be called at least once in each calendar quarter.
b) The time and place for holding regular meetings of the board shall be fixed by or under the by-laws, or, if not so fixed, by the board. Members of the Board shall be given notice of any Board meeting, and its purpose, in accordance with Article IV, Section 2.
c) The time and place for holding special meeting shall be determined by the board.
Section 5. Robert's Rules of Order shall govern the conduct of all Board meetings of RES.
Section 6. Notice of Meeting. Except as otherwise provided by these Bylaws or by law, written notice containing the time and place of all meetings of the Board of Directors will be given personally, by mail or by electronic message to each Director not less than ten days before a regular meeting and not less than two days before a special meeting. Notice by electronic transmission will be deemed given when electronically transmitted to the person entitled to notice in a manner authorized by the person. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. Notice of a special meeting must state the purpose or purposes of the meeting.
Section 7. Conduct at Meetings. Meetings of the Directors will be presided over by the President. The Administrative Director will serve as the Secretary of the Society or, in their absence, a person chosen at the meeting will act as Secretary of the meeting.
Section 8. Action by Unanimous Written Consent. Any action required or permitted to be taken at an annual or special meeting of Directors may be taken without a meeting, without prior notice and without a vote, if all of the Directors consent in writing, including by electronic transmission such as email, to the action so taken. Written consents will be filed with the minutes of the proceedings of the Board of Directors.
Section 9. Participation by Remote Communication. A Director may participate in a meeting of Directors by conference telephone or other means of remote communication if all individuals participating in the meeting may communicate with the other participants. Participation in a meeting pursuant to this section constitutes attendance in person at the meeting.
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. Election or Appointment. The Board of Directors will elect a President, First and Second Vice Presidents, and a Treasurer at each annual meeting. An Executive Director may also be elected at the annual meeting. The President, Vice Presidents, and Treasurer will be elected from among the Board of Directors. The Directors may also appoint any other officers and agents as they deem necessary for accomplishing the purposes of the Society.
Section 2. Term of Office. The term of office of all officers will commence upon their election or appointment and will continue until the until the next annual meeting of the Society two years hence and until their respective successors are chosen or until their resignation or removal. The term of office of all officers is two years unless otherwise determined by a majority of Directors.
Any officer may be removed from office at any meeting of the Directors with cause, by the affirmative vote of a majority of the Directors then in office, whenever in their judgment the best interest of the Society will be served. An officer may resign by written notice to the Society. The resignation will be effective upon its receipt by the Society or at a subsequent time specified in the notice of the resignation.
Section 3. Compensation. An Executive Director who is an employee of the Society will receive reasonable compensation for his or her services as fixed by the Board of Directors. All other officers will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by an officer in his or her capacity as a officer, as authorized by the Board of Directors.
Section 4. The President. The President will be the chief governing officer of the Society. The President will see that all orders and resolutions of the Board of Directors are carried into effect. The President and Executive Director will execute rental agreements and other contracts requiring a seal under the seal of the Society. This will include all authorized conveyances, contracts or other obligations in the name of the Society except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Directors to some other person. The President will preside at meetings of the Directors and in his or her absence, the highest ranking officer will preside. If no officers are present, the Directors present at the meeting will designate another presiding officer.
Section 5. First Vice President. The First Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.
Section 6. Second Vice President. The Second Vice President will, in the absence or disability of the President and the Vice President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.
Section 7. Immediate Past President. The President will serve as Immediate Past President for a two-year term immediately following his or her term as President. The Immediate Past President shall serve as a resource to the board and current President. The Immediate Past President shall serve as an ex-officio voting member of the Board.
Section 8. Executive Director. If an Executive Director has been elected, he or she will be the chief operating officer of the Society and will have general and active management of the activities of the Society. The Executive Director may execute authorized conveyances, contracts or other obligations in the name of the Society except when required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Director to some other person. 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 9. Administrative Director. Duties of the Executive Director as described in Article VI, Section 8 may be carried out by the Administrative Director under the direction of the President.
Section 10. Treasurer. 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: Executive Director, 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 other statements that are required. At least once every six years, the Board of Directors shall engage a firm to provide an independent review of all RES financial activity.
ARTICLE VII. BOARD OF DIRECTORS
Section 1. The business, affairs and activities of the Society shall be managed by its Board, which may exercise all such powers of the Society and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or by these By-laws prohibited.
Section 2. 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 3. 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 role and limitations of the Executive Committee are described in Article VIII).
Section 4. Resignation, Removal and Vacancies. A Director may resign by written notice to the Society. The resignation will be effective upon its receipt by the Society or a subsequent time as set forth in the notice of resignation. A Director may be removed, either with or without cause, by the affirmative vote of a majority of the Directors then in office
If a vacancy has occurred among the members of the Board as a result of death, resignation, removal, or otherwise, the vacancy may be filled by the affirmative vote of a majority of the remaining Directors through less than a quorum of the Board of Directors. If the Director is appointed to fill a vacancy, it will be for the remainder of the term to which the Director is succeeding
Section 5. Compensation. Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director, as authorized by the Board of Directors.
ARTICLE VII. ORGANIZATION
Section 1. The President, with Board approval, may appoint any special committees deemed necessary.
Section 2. Executive Committee. The Board of Directors shall establish an Executive Committee consisting of the President, the Vice Presidents, the Treasurer, the Immediate Past President, and one additional Director. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Directors, may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Society between meetings of the Board of Directors. This includes:
a) 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;
b) Recommending needed changes to the Constitution and Bylaws of the RES or drafting any change to these documents that is requested by the Board;
c) Recommending for Board approval the arrangements for all meetings of RES and coordinating meetings held by those organizations formally associated with RES;
d) Developing and carrying out a plan to increase RES membership;
e) Maintaining a directory of RES members for staffing of all divisional committees; and,
f) Evaluating new and administering approved membership benefit plans.
g) Identifying a strategic plan for the fiscal year of the Society.
The Executive Committee will not have power or authority to:
a) Amend the Articles of InSociety;
b) Adopt an agreement of merger or conversion;
c) Approve the sale, lease or exchange of all or substantially all of the Society’s property and assets;
d) Approve the dissolution of the Society or a revocation of a dissolution;
e) Amend the Bylaws of the Society;
f) Fill vacancies on the Board; or
g) Fix compensation of the Directors for serving on the board or on a committee.
Section 3. Standing Committees. The RES shall fulfill its purposes through standing committees, at the discretion of the Board of Directors. These may include the following:
a) Magazine Committee. The Magazine Committee shall be responsible the creation and publishing of 11 monthly issues of the Rochester Engineer (excluding July when no issue is published). The committee will be responsible for soliciting and make recommendations for lead articles for each issue with sufficient lead time (30 days). The committee will be responsible for soliciting for additional secondary articles for publication. The committee is responsible for overseeing the electronic publication of the issue. It will provide recommendations to the Board of Directors regarding the costs of publication, and subscriptions (if needed). The committee will also pursue other social media platforms for delivering parallel content. This committee will also solicit for advertising materials for the magazine.
i. Magazine creation and editing. The Administrative Director is responsible for the creation of the magazine. He or she will solicit advertising materials and newsletters from individual members, affiliates, and corporate members.
b) Website Committee. The Website Committee is responsible for maintaining and creating content for the web pages associated with the Society. The committee is also responsible for maintaining other social media platforms utilized by the Society such as Facebook, Linkedin, and Twitter. The Website Committee will work in conjunction with the Magazine Committee in helping to electronically publish the Rochester Engineer. The Website Committee is required to maintain tracking software that measures the performance of the website. The committee will report on the utilization of the web pages to the Board of Directors on a quarterly basis.
c) Annual Gala Committee. The Annual Gala will be held in the second quarter (typically April). The Gala Committee is responsible for the planning, marketing, and solicitation of sponsors for the Annual Gala. The committee will identify venues, dinner menus, MCs, entertainment, and other services (photography, media, auctions, etc.) needed to create the event.
d) Professional Awards Committee. Engineer of the Year/Young Engineer of the Year
i. Will select a candidate for the award of "Engineer of the Year" and “Young Engineer of the Year” and implementing other awards that are established by the Board;
e) Budget Committee. The Budget Committee is responsible for preparing an annual budget. It will also recommend appropriate salary modifications to the Board. The Budget committee shall consist of at least three appointed members, one of whom being the Treasurer, who shall serve as Chairperson.
f) Investment Advisory Committee. The Investment Advisory Committee is responsible for managing the investments of RES. 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. Additional members of the Investment Advisory Committee will be recommended by the Executive Committee and approved by the Board of Directors.
g) Engineering Development (Training) Committee. The Engineering Development Committee is 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.
h) Scholarship Committee. The Scholarship Committee shall assist the RES in identifying recipients of the RES scholarship opportunities. The Committee shall serve in an advisory capacity to the RES Officers in the development of new scholarships, which fall within the Mission Statement. The Committee shall carry out those activities associated with the processing of RES Scholarships. The Committee shall conduct interviews of scholarship candidates in association with identifying recipients. As such, they will maintain relationships with local colleges, universities, vocational schools and public and private schools. The scholarship committee and selecting its chairperson should be carried out by the September meeting of the Society.
i) Nomination Committee. The Nominations Committee is responsible for recommending future officers and directors of the Society. The committee will typically begin the search for officer and director candidates at the beginning of the year (January). They will report their recommendations to the Board at the March Board meeting. Following Board approval, the Nominations Committee will report the candidates nominated for elections to the membership in the May issue of the RES magazine.
i. The Executive Committee will be responsible for establishing the Nominations committee, which will be approved by the Board. The committee shall include the two immediate past presidents, with the junior of them to be its Chairperson. Additional Directors can be added to the committee at the discretion of the Executive Committee.
j) Marketing and Membership Development Committee. The Marketing and Membership Development Committee shall be responsible for overseeing and making recommendations to the Board relative to membership, including criteria and activities for recruiting and retaining members, as well as facilitating communications among members, the Board, and Committee members. The committee is responsible for developing and carrying out a plan to increase RES membership. With the help of the Administrative Director, it will be responsible for maintaining a directory of RES members (individual, affiliate, and corporate) on the website using the services of the internet provider. They will also be responsible for presenting new membership applicants at Board meetings for review.
k) Affiliate Relations Committee. The Affiliate Relations Committee will be primarly responsible for fostering interactions among Affiliate members of the Society. The committee will develop and sponsor joint meetings with other engineering groups;
l) Government Relations Committee,
i. conducting studies of relevant proposed or existing local, state, and national legislation and informing the RES membership and the Board of the effect and status of such legislation;
ii. recommending to the Board whether it should take a position on specific legislation; and,
iii. representing the RES before local, state, and national governments;
m) Stem Activities Committee. The Stem-Activities Committee shall be responsible for: (a) maintaining relationships with local colleges, universities, vocational schools and public and private schools; (b) establishing curricula and career guidance data for local educational institutions; (c) executing events that that strengthen the local community and that foster a stem-related career; and (d) maintaining liaison with other educational groups interested in science or technology
Section 4. Committee Chairpersons. The Chairperson of each committee shall be a RES Board Member or Officer and will be decided by the Executive Committee and appointed by the President. The Executive Committee will work with the appointed Chairperson to identify members of the Committee.
Section 5. Committee Members. 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. The composition of the Committee shall reflect, insofar as possible, the the professional interests of the RES, its members, and affiliates.
Section 6. 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.
Section 7. Each committee established shall report to a member of the board of Directors who shall summarize the activities at regular board meetings as required.
ARTICLE IX INDEMNIFICATION
Section 1. Indemnification. Any person who was, is, or is threatened to be made a party to any action or proceeding, whether civil or criminal (including an action by or in the right of the Society or any other Society, company, partnership, joint venture, trust, employee benefit plan or other enterprise which any Director or officer of the Society served in any capacity at the request of the Society), by reason of the fact that he or she, or his or her testator or intestate, is or was a Director or officer of the Society, or served such other Society, company, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, shall be indemnified by the Society against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification shall be made to or on behalf of any Director or officer where indemnification is prohibited by applicable law. The right of indemnification shall include the right of a Director or officer to receive payment from the Society for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Society of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the Director or officer is not entitled to be indemnified. The preceding right of indemnification shall be a contract right enforceable by the director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while this By-law shall be in effect.
Section 2. Authorization. Any indemnification provided for by Section 1 shall be authorized in any manner provided by applicable law or, in the absence of such law:
a) by the Board acting by a quorum of Directors who are not parties to such action or proceeding, upon a finding that there has been no judgment or other final adjudication adverse to the Director or officer which establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or
b) if a quorum under clause (a) is not obtainable, by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because there has been no such judgment or other final adjudication adverse to the Director or officer.
Section 3. If a claim of indemnification is not paid in full by the Society within 90 days after a written claim has been received by the Society, the claimant may at any time thereafter bring suit against the Society to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to recover the expenses of prosecuting such claim.
Section 4. Insurance. Subject to the laws of New York, the Society may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent or the Society against any expense, liability or loss of the general nature contemplated by this Article, whether or not the Society would have the power to indemnify such person against such expense, liability or loss under the laws of New York.
Section 5. Extent of Indemnification. It is the intent of the Society to indemnify its officers and Directors to the fullest extent authorized by the laws of New York as they now exist or may hereafter be amended. If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this Article shall continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law.
Section 6. Rights to Continue. This indemnification will continue as to a person who has ceased to be a Director or officer of the Society. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of the Society to the extent provided in a resolution of the Board of Directors or in any contract between the Society and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officer, volunteer, employee or agent of the Society will inure to the benefit of the heirs and personal representatives of that person.
ARTICLE X CONFLICTS OF INTEREST
Section 1. Disclosure. When a member of the Board or an officer is affiliated with an organization seeking to provide services or facilities to the Society, or when a member of the Board or officer has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Board of Directors and made a matter of record, either when the interest becomes a matter of Board action or as part of a periodic procedure to be established by the Board. An affiliation with an organization will be considered to exist when a Board member or officer or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.
Section 2. Voting. Any Board member or officer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter, however, he or she may be counted in determining a quorum for the meeting at which the matter is voted upon, as permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered and used as a basis for making the decision.
Section 3. Determining Compensation. The process for determining compensation of the Society’s chief executive officer, executive director, other officers or key employees will include review and approval by independent persons, use of comparability data and contemporaneous substantiation of the deliberation and decision. An independent person is defined as a director, officer or member of a committee with governing Board delegated powers who does not have a direct or indirect financial interest in the Society.
Section 4. Statement of Position. The foregoing requirements should not be construed to prevent a Board member or officer from stating his or her position on the matter under consideration, nor from answering questions of other Board members relating to the matter.
ARTICLE XI MISCELLANEOUS
Section 1. Seal. The corporate seal shall have inscribed thereon the name of the Society, the year of its organization and the words "Society Seal, New York". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 2. Fiscal Year. The fiscal year of the Society will end on the last day of May.
Section 3. Amendments. These Bylaws may be amended or repealed by the affirmative vote of a majority of the Directors of the Corporation then in office.Section 4. Loans and Guarantees. The Corporation will not provide loans to or guarantee obligations of an officer or Director of the Corporation, unless expressly permitted under State law.