Bylaws of the
STRUCTURAL ENGINEERS ASSOCIATION OF ALASKA
Adopted August 2006
INDEX
ARTICLE I NAME, LOCATION, PURPOSE
ARTICLE II MEMBERSHIP
ARTICLE III ORGANIZATION
ARTICLE IV OFFICERS AND BOARD OF DIRECTORS
ARTICLE V DUTIES AND POWERS OF OFFICERS
ARTICLE VI MEETINGS
ARTICLE VII FUNDING AND FINANCES
ARTICLE VIII EXPULSION AND RECALL
ARTICLE IX REPRESENTATION
ARTICLE X PUBLICATIONS
ARTICLE XI VOTING BALLOT
ARTICLE XII AMENDMENTS
ARTICLE I
NAME, LOCATION, PURPOSE
SECTION A The name of this Association shall be the Structural Engineers Association of Alaska, hereinafter referred to as SEAAK.
SECTION B The official address of SEAAK shall be PO Box 243342, Anchorage, AK 99524-3342
SECTION C SEAAK is a non-profit organization established to pursue the common interests of practicing structural engineers and others sharing an interest in the activities of structural engineers. SEAAK promotes the following interests:
1. Advancing the technical practice of structural engineers through meetings, seminars and educational programs.
2. To develop policies, guidelines, and standards for technical, professional, and business matters concerning the practice of structural engineering.
3. Advancing proper legislation affecting structural engineering practice.
4. To participate with organizations in the development of standards, codes, and other documents that affect the practice of structural engineering.
5. Encouraging the improvement of structural engineering practice among its membership and the engineering community at large.
6. Serving the public, encouraging the pursuit of excellence in our practice, and maintaining the honor and dignity of our profession.
7. To encourage the pursuit of excellence in engineering work and give recognition to special achievements.
SECTION D This Association shall be intended for non-profit purposes, and no part of its net earnings shall inure to any private individual, but shall be the sole property of SEAAK.
ARTICLE II
MEMBERSHIP
SECTION A Members: Individuals who are licensed in the State of Alaska as professional engineers who are actively practicing, teaching or conducting research in the field of structural engineering shall automatically be admitted as Members of SEAAK upon application.
1. Members have full voting privileges and are eligible for election as an Officer or Director.
SECTION B Associate Members: Individuals who are not otherwise eligible for membership and share an interest in the activities of structural engineers and this Association may, upon application and approval, become participants in the communications and activities of SEAAK.
1. Associate Member applications shall be reviewed by the Board of Directors of SEAAK. A majority vote by the Board in favor of each applicant shall be required for admission.
2. Associate Members shall neither have voting privileges nor be eligible for election as an Officer or Director.
SECTION C Student Members: Individuals enrolled in an accredited engineering curriculum with study focusing in structural engineering.
SECTION D Life Member: Life Members are past Professional Members who may or may not currently practice structural engineering but who, as a result of past membership in and service to SEAAK, are granted Life Membership. Life membership shall require a written request by any other member of SEAAK submitted to the Board of Directors for their approval.
1. The Life Member category shall be a method of recognizing distinguished service. Distinguished service to SEAAK shall include, as a minimum, the following: served in one or more officer positions; served on the Board of Directors; served on committees; active in a continuous fashion throughout membership. This category of membership is intended to honor service and to encourage continued participation in the organization.
ARTICLE III
ORGANIZATION
SECTION A Officers: The officers of SEAAK shall be President, Vice-President, Treasurer and Secretary.
SECTION B Board of Directors: The Board of Directors, also referred to herein as the Board, shall consist of the (4) elected officers listed above, together with the past President and three (2) elected Directors, with the President acting as Chair. All officers and directors must be Professional Members of SEAAK.
SECTION C Committees: Committees shall be established and appointed at the discretion of the Board to carry out objectives and operations of SEAAK, except that the Board shall also establish a committee upon petition by the membership. Such petition for establishing a committee shall be signed by at least ten (10) Voting Members, or ten (10) percent of the Voting Membership, should that be a greater number, or such petition shall be by a majority vote of the Voting Members at a General Meeting.
ARTICLE IV
OFFICERS AND BOARD OF DIRECTORS
SECTION A Terms: The term of President and Vice President shall be one (1) year. The term of the Secretary and Treasurer shall be two (2) years, staggered by one year. The term of the elected Directors shall be two (2) years, staggered with two director positions elected each year. The immediate Past President shall serve as a director for one year after the presidency. The Vice President I (President-Elect) shall automatically ascend to the Presidency for the following yearly term. Terms shall begin at the close of the annual meeting and shall continue for the periods above mentioned or until their successors are duly selected.
SECTION B Office Vacancy: In the event of a vacancy in the office of President, the Vice President shall succeed to that office immediately. Vacancies in the office of Secretary, Treasurer, and elected Directors shall be filled by the Board of Directors.
SECTION C Nomination and Election: No later than June 1, the President shall appoint a Nominating Committee consisting of the immediate Past President, the Vice President and three (3) delegates. The Past President shall serve as Chairperson. The Nominating Committee shall nominate one (1) or more qualified candidates with their approval for the offices of Vice President, Secretary, Treasurer, and Director, when necessary, for the ensuing year. A vote by letter, prepared by the Secretary, and/or on-line ballot shall occur not less than two (2) months prior to the annual meeting. Provisions shall be made on the ballot for write-in candidates. Voting deadline shall be fourteen (14) days prior to the annual meeting. The Secretary shall collect and, with one Director, tabulate the results of the balloting. The candidate receiving the highest number of votes for each office shall be declared elected. In case of a tie, the current Board of Directors shall decide. The Secretary shall announce the results of the election at the annual meeting.
ARTICLE V
DUTIES AND POWERS OF OFFICERS
SECTION A President: The President, or another Officer designated by the President, shall preside at all meetings of the Board of Directors and at any general meetings of SEAAK. In addition, the President shall:
1. Set the order of business for all of the above meetings.
2. Carry out the directives of the Board of Directors.
3. Act as liaison with related organizations.
4. Act as spokesperson for the Association.
SECTION B Vice President I: The Vice President shall fulfill the duties of the President in the President’s absence. In addition the Vice President I shall:
1. Carry out the directives of the President and Board of Directors.
2. Book technical presentations for general meetings.
SECTION C Secretary: The Secretary shall record minutes of all meetings of SAEAK and the Board of Directors and shall maintain the membership lists. The Secretary shall prepare, send, collect and announce the results of all ballots. Send notice of general meetings and of all Board meetings to all members at least ten (10) days before each meeting. Be responsible for all other official correspondence of SEAAK.
SECTION D Treasurer: The Treasurer shall be responsible for a yearly audit of all funds and financial records of the SEAAK and shall report the results to the Board of Directors and shall make disbursements under the direction of the Board of Directors. The Treasurer shall have appropriate income tax reports filed in a timely fashion. The treasurer shall be the custodian of all funds, sign checks for authorized expenses, notify bank of change of officers, present a written statement of finances at all general meetings, send annual dues notices in December, collect annual dues, and send out overdue notices as needed.
SECTION E Directors: The Directors shall serve on the Board of Directors and perform such duties as assigned by the President.
SECTION F Past President: The Past President shall serve on the Board of Directors and perform such duties as assigned by the President.
SECTION G Removal from Office: The incapacitation of any Officer or Director of the Council, or neglect in the performance of the duties of the office, may be grounds for removal from the office by the Board of Directors.
ARTICLE VI
MEETINGS
SECTION A General Meetings: General Meetings are meetings to which the entire SEAAK membership is invited.
1. There shall be at least two (2), but not more than twelve (12) General Meetings held each year. One of the General Meetings shall be known as the Annual Meeting and shall be held in the fall of each calendar year.
2. General Meetings may be called by the Board with a minimum of ten (10) days advance written notice to the membership.
3. Ten (10) Voting Members, or one-half (1/2) of the Voting Members, whichever is the lesser number, but not less than ten (10) percent of the Voting Membership shall constitute a quorum for the transaction of business at all General Meetings.
SECTION B Board of Directors Meetings: Regular meetings of the Board shall be held at least two (2) times per year.
1. Upon giving ten (10) days notice, the President or any other two (2) Board members may call a special meeting of the Board.
2. Five (5) members of the Board shall constitute a quorum for the transaction of business.
SECTION C Committee Meetings: Committees shall establish regular meetings on a schedule to permit notice to the general membership. Special meetings may be scheduled with notice only to the Board. Normal committee expenses are incidental expenses such as postage, stationery costs, and copying. Normal expenses less than $100/year will be paid upon submittal. Normal expenses exceeding $100/year require prior approval by the Board. Special committee expenses can be submitted to the Board of Directors for reimbursement approval. Costs of committee meals will not be reimbursed.
SECTION D Meetings shall be conducted according to Roberts Rules of Order, Newly Revised, in all cases to which these rules are applicable and in which such rules are not inconsistent with the SEAAK Bylaws.
ARTICLE VII
FUNDING AND FINANCES
SECTION A Dues: The yearly dues for each category of membership shall be reviewed by the Board and any recommended changes shall be passed by a majority of the Board and by a majority of all Voting Members at the next General Meeting.
SECTION B Payment and Suspension: Annual dues for the coming year are due in January. The Board may suspend any member whose dues are more than four (4) months in arrears from membership.
SECTION C Adjustments:
1. Adjustments to dues shall be proposed by the Board and approved by a majority vote of the Voting Members present at the next General Meeting.
2. New members will be assessed dues for the first year (or portion thereof) in the amount of 1/12 of the appropriate annual dues times the number of months remaining in the calendar year at the time membership is approved, plus a fee established by the Board.
3. Life Members and Honorary Members shall not be required to pay dues
4. Student members will receive their first year of membership at no cost. He/she will be required to pay the student membership fee for each subsequent year of membership as a student.
SECTION D Beginning 2007, the fiscal year for SEAAK shall be the calendar year.
ARTICLE VIII
EXPULSION AND RECALL
SECTION A A member may be expelled from SEAAK or an officer or Director may be recalled from office for engaging in unprofessional conduct or criminal activity as determined by the membership in an election by petition as follows:
1. A petition for expulsion or recall shall be signed by at least twenty (20) percent of the Voting Membership and shall be presented at either a Board meeting or a General Meeting.
2. The names of the Voting Members on the petition shall be checked against the current roster jointly by the Secretary and a proponent of the petition at the meeting where the petition is presented.
3. The Secretary shall prepare a letter ballot with the choice of "Yes" or "No" on the expulsion or recall question for each individual member, officer, or Director named on the petition. The ballot shall be mailed within one (1) week of validation and shall be due within fifteen (15) days of mailing.
4. The Board shall appoint a Teller Committee of two (2) present or past officers who are not named on the recall petition to collect and count the ballots.
5. At least a majority of the Voting Members must return ballots for the election to be valid.
6. The member is expelled from SEAC if at least three quarters (3/4) of the votes cast are in favor of expulsion. The officer or Director is recalled from office if a majority of the votes are in favor of recall.
ARTICLE IX
REPRESENTATION
SECTION A The Board shall appoint SEAAK members to represent SEAAK in any engineering, technical, professional or political group with which a majority of the Voting Members at a General Meeting has voted to be affiliated. Representatives shall report all their activities on behalf of SEAAK to the Board, either in writing or in person at a Board meeting. Where the representative is called upon to make a statement of position on behalf of SEAAK, such position shall first be approved by the Board and presented as the position of the Board of Directors of SEAAK, unless that position has been approved by the Voting Members, in which case it may be presented as the position of the membership of SEAAK. Approval by the Board of specific items may be delegated by the Board to a committee, but the representative or committee must still report these actions to the Board. Letters written by a member stating a position on behalf of SEAAK shall require verbal approval by the majority of the Board of Directors and two signatures, one of which shall be that of a current officer: President, Vice-Presidents, Treasurer or Secretary.
ARTICLE X
PUBLICATIONS
SECTION A All policy statements and publications, except newsletters and notices, shall be approved by a majority vote of the Voting Members at a General Meeting where prior written notice has been given. Such actions are specifically subject to the provisions of Article IX. Likewise, outdated publications may be rescinded, changed, or declared void by the same procedure.
ARTICLE XI
VOTING BALLOT
SECTION A Call: Letter ballots addressed to all Voting Members shall be used for election in the following instances:
1. All amendments to these Bylaws.
2. All matters petitioned by ten (10) Voting Members, or ten (10) percent of the Voting Membership, should that be a larger number. A voice or written vote for ballot on a matter during a General Meeting by ten (10) Voting Members shall be considered an acceptable petition for letter ballot.
3. Any matter recommended by the Board.
SECTION B Procedure: Except for elections of officers (see Article V) and the additional requirements for amendments to these Bylaws (see Article XIII), the following shall apply to letter ballots:
1. Ballots shall provide the following alternatives: Yes, No and Not Voting. Written comments are encouraged, especially for a "No" vote, if a revision in the ballot would change the negative to affirmative.
2. Closing date for return of the ballots shall be not less than thirty (14) days and no more than fifty (50) days after the date mailed, unless stated otherwise in the adopting motion.
3. Ballots shall be counted by a Teller Committee appointed by the President.
4. A majority of the ballots which Voting Members are entitled to cast must be returned and at least two-thirds (2/3) of the ballots returned must be in the affirmative to record a favorable vote. With the exception of minor editorial revisions, any proposed change(s) for resolution of written comments and/or negative votes will require subsequent approval by the Voting Membership, either at a General Meeting or through another letter ballot.
5. All votes and supporting materials shall be filed with the Secretary. The Secretary shall report the results of the balloting to the membership, including all comments.
ARTICLE XII
AMENDMENTS
SECTION A A letter ballot, as provided for in Article XII, with the following additional requirements, may amend these Bylaws:
1. The proposed amendment shall be submitted in writing in a General Meeting notice and reviewed at the General Meeting.
For passage, at least two-thirds (2/3) of the ballots which Voting Members are entitled to cast must be returned and at least two-thirds (2/3) of the ballots which Voting Members are entitled to cast must be in favor of the proposed amendment.