Bylaws

ARTICLE I – NAME

SECTION 1

  1. The name of this organization is the Minneapolis-St. Paul Chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the “Chapter,” said Chapter being an affiliate chapter of The Construction Specifications Institute, Inc., a Maryland not-for-profit corporation hereinafter referred to as the “Institute.”

SECTION 2

  1. The Chapter shall be affiliated with a region of the Construction Specifications Institute. Regions are areas geographically designated by the Institute Board. Currently the Chapter is affiliated with the North Central Region hereinafter referred to as the “Region.”

ARTICLE II – GOVERNING AUTHORITY

SECTION 1

  1. A not-for-profit corporation, the Chapter incorporated on July 3, 1959, is governed and operated in accordance with the laws of the State of Minnesota, provisions of the Institute Bylaws, these bylaws, the regulations and requirements for the conduct of chapters of the Institute as adopted from time to time by the Institute Board, and the rules and instructions of the Chapter Board issued through its officers.

ARTICLE III – PURPOSE AND POLICY

SECTION 1

  1. The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of the Institute.

SECTION 2

  1. The name, funds, and influence of the Chapter may be used only in support of this purpose.

ARTICLE IV – BOARD

SECTION 1

  1. The management and direction of the Chapter shall be delegated exclusively to its Board.

SECTION 2

  1. The Board shall consist of the following positions: president, president-elect, four vice presidents, secretary, treasurer, and immediate past president. Professional, Emerging Professional, Retired, Emeritus, Distinguished, Honorary, and Lifetime members may serve in any of the elected positions. Members of the Board shall be active members of the Chapter for at least two years.
  2. If the Chapter includes a student affiliate, as defined by the Institute, a student affiliate representative may serve as a non-voting member of the Board. If the Chapter has more than one student affiliate at more than one educational institution that has construction industry related curriculum then a student affiliate representative from each institution may serve as a non-voting member of the Board.

SECTION 3

  1. All members of the Board are eligible to vote on Chapter business, except student affiliate representatives.

SECTION 4

  1. The Board shall consider requests for change of a Professional member’s status to Retired, Emeritus, Distinguished, Honorary, or Lifetime status, and submit certified requests to the Institute.

SECTION 5

  1. The Board shall select all standing and special committees, select representatives to the Region, and designate their duties, and may authorize reimbursement for justifiable committee expenses. All committee chairs shall be active members of the Chapter for at least one year.

SECTION 6

  1. The Board shall schedule monthly Board meetings. Special Board meetings shall only be held upon the call of the president or a majority of the Board and with seven days written notice to the Board members. Notices may be by electronic email communication provided the email is marked with “high priority”, and a “delivery receipt” and a “read receipt” tracking is attached to the email. Board meetings may be held via electronic means provided they are conducted by an audio, video, or computer-based teleconferencing technology that allows all persons participating to hear each other at the same time.

SECTION 7

  1. A majority of the Board shall constitute a quorum.

SECTION 8

  1. Should a vacancy occur in any office of the Chapter, except that of president-elect, the Board shall by a two-thirds affirmative vote of the Board’s total membership fill such vacancy by appointment of a member eligible by all other criteria for the duration of the unexpired term. Should a vacancy occur in the office of president-elect, the vacancy shall be filled by special election of members of the Chapter, in a manner to be determined by the Board.

SECTION 9

  1. If the Chapter has a student affiliate, the Board shall appoint a committee to support the student affiliate.

ARTICLE V – OFFICERS

SECTION 1

  1. The president shall serve as chair of the Board; preside at all Board and Chapter meetings; act on behalf of and in the best interests of the Chapter; select the chair of special committees; be an ex-officio member of all committees; sign all agreements and formal instruments on behalf of the Chapter; appoint the immediate past president or a vice president to serve in the absence of both the president and the president-elect; and perform other responsibilities as assigned by the Board from time to time.

SECTION 2

  1. The president-elect shall serve as chair of the Board and preside at all Board and Chapter meetings upon the absence of the president; and perform such assignments as delegated by the president or as assigned by the Board.

SECTION 3

  1. The vice presidents shall perform such duties as assigned by the president or as assigned by the Board. A vice-president, as appointed by the president or as assigned by the Board, shall serve upon the absence of both the president and president-elect.

SECTION 4

  1. The secretary shall see that notices are sent at least seven days in advance of all meetings of the Board; keep accurate minutes of regular and special meetings of the Board, the annual meeting of the Chapter, and other Chapter meetings where official Chapter business is conducted; maintain a file of all correspondence; keep a roster of members and committees; co-sign all agreements and formal instruments, except those pertaining to the office of treasurer; submit a report of this office at the annual Chapter meeting; and perform other duties as assigned by the president or the Board.

SECTION 5

  1. The treasurer shall see that the chapter administrator does collect and issue receipts for monies and securities; deposit funds and disburse and dispose of the same subject to the direction of the Board; keep accurate books of account; submit a report at Board meetings; submit a report of this office at the annual Chapter meeting; and perform other duties as assigned by the president or the Board. The Board may also appoint an associate treasurer to handle special funds and an assistant treasurer to handle tax returns.
  2. At the close of the fiscal year, the treasurer shall determine if informational forms and tax returns are required, file required forms, and pay taxes due to the Internal Revenue Service and other authorities within the prescribed time limits. Federal and state tax forms for the Chapter will be filed every year and not later than November 15th.

SECTION 6

  1. The immediate past president shall be the former president of the Chapter who has completed the most recent term, serve as chair of the nominating committee, and have other assignments as prescribed by the president or the Board.
  2. The immediate past president shall be the Chapter's representative on the Board of Directors of the Region; or the Chapter’s Region Director may be another Chapter member as appointed by the Board. The Chapter’s Region Director shall attend all Chapter board meetings and may participate in all discussions relating to Chapter business but shall not be eligible to vote on Chapter business, unless he/she is already a voting member of the Board in another role. The Region Director shall participate in all meetings of the Region Board of Directors, and perform other duties as assigned by the Chapter President.

ARTICLE VI – NOMINATION AND ELECTION OF OFFICERS

SECTION 1

  1. The officers and directors established in Article IV shall be elected by members of the Chapter. The president-elect shall assume the office of president at the conclusion of his/her term as president-elect. The president shall remain on the Board, as immediate past president, for one year without election, at the conclusion of his/her term as president.

SECTION 2

  1. Each elected Board member shall take office on July 1.

SECTION 3

  1. The terms of the president-elect and president shall be one year. The terms of the four vice presidents shall be two years, with the terms of two vice presidents ending in odd number years, and the terms of two vice presidents ending in even number years.

SECTION 4

  1. The terms for secretary and treasurer shall be two years. The secretary’s term shall end in even number years, and the treasurer’s term shall end in odd number years.

SECTION 5

  1. A Nominating Committee shall be named by the immediate past president and approved by the Board not later than the November Board meeting. The immediate past president shall act as chair of the Nominating Committee.
  2. The nominating committee shall endeavor to select candidates so the composition of the board reflects the diversity of chapter membership.
  3. The Nominating Committee shall prepare a list of nominees, showing at least one name for each elective position on the Board due to become vacant, and shall present the list to the Chapter not later than the regular Chapter meeting in January. At this meeting members may present nominations from the floor. The Nominating Committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor.

SECTION 6

  1. Election shall be by published written ballot or by electronic means as selected by the Chapter’s Board.
  2. A ballot, either written or electronic, shall be made available to each member eligible to vote, no later than one week prior to the February Chapter meeting. Receipt of completed ballots shall close one week prior to the March Chapter meeting.
  3. The written ballot mailing shall include a ballot and a return envelope addressed to the person or entity selected by the Board to receive the completed ballots. The return envelope shall provide for the voter’s name to be both signed and printed, for the ballot to be inserted, and for the envelope to be sealed by the voter.
  4. Electronic ballots shall be made available via a web-based online voting system. Members eligible to vote shall receive notice of elections via the Chapter’s usual email system.
  5. For purposes of chapter elections, voting members shall include Professional, Emerging Professional, Retired, Emeritus, Distinguished, Honorary, and Lifetime members.

SECTION 7

  1. After validating membership status of voter, valid ballots shall be counted and certified by the tellers appointed by the president. The successful candidate shall be determined by a simple majority of votes cast. Ties shall be resolved by coin toss. The results shall be reported to the members at the March Chapter meeting.

SECTION 8

  1. Not later than April 30, the Chapter secretary shall notify the Region secretary and the Institute office of the results of the election, and shall submit to them a complete listing of the Chapter officers for the coming fiscal year, with their contact information.

ARTICLE VII – MEMBERSHIP

SECTION 1

  1. The qualifications for membership shall conform to the requirements of the Institute Bylaws.

SECTION 2

  1. Membership in the Institute is a prerequisite to membership in the Chapter.

SECTION 3

  1. A Chapter member becomes an Honorary Member, Distinguished Member or a Lifetime Member of the Chapter only if he/she has been classified as an Honorary Member, Distinguished Member, or Lifetime Member by action of the Institute.

SECTION 4

  1. The provisions of the Institute Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern.

ARTICLE VIII – MEETING OF MEMBERS

SECTION 1

  1. The annual meeting of the Chapter shall be held at such time and place as may be designated by the Board before the end of the fiscal year, at which time committee reports shall be submitted. The president shall submit a report on the accomplishments of the Chapter during the past year. The president-elect shall submit a report outlining the Chapter’s goals for the coming year. The secretary shall submit a report on the activities of the Chapter during the past year. The treasurer shall submit an annual report of the finances of the Chapter. A copy of these reports shall be sent to the Region secretary.

SECTION 2

  1. Regular Chapter meetings shall be held monthly, except when otherwise decreed by the Board. Not less than ten regular Chapter meetings shall be held in the fiscal year.

SECTION 3

  1. Special Chapter meetings may be called whenever the majority of the Board deems it necessary, or upon written request by not less than one-tenth of the Chapter membership. The business at special Chapter meetings shall be limited to that for which the meeting was called.

SECTION 4

  1. Minutes of regular and special meetings shall be available to the Chapter members and the Region secretary.

SECTION 5

  1. These bylaws, together with applicable provisions of the Institute Bylaws and Robert’s Rules of Order Newly Revised shall govern the conduct of business of the Chapter.

ARTICLE IX – FISCAL ADMINISTRATION

SECTION 1

    1. The fiscal year shall be from July 1 to June 30.

SECTION 2

  1. The Chapter dues setting authority shall be vested in the Board, and the dues amount shall be reviewed by the Board annually. A change in Chapter dues shall require a two-thirds majority affirmative vote of Officers attending a regularly scheduled Board meeting. Such change in Chapter dues shall become effective in the fiscal year immediately following Board action. Members Emeritus, Retired Members, Distinguished, Honorary Members, and Lifetime Members shall not be subject to Chapter dues. Chapter dues are in addition to Institute dues.

SECTION 3

  1. Annual dues renewal notices shall be issued in accordance with the Institute.

SECTION 4

  1. Institute and Chapter dues shall be paid to the Institute with the understanding that Chapter dues being returned to the Chapter by the Institute.

ARTICLE X – AUDIT

SECTION 1

  1. The Board shall appoint a committee to audit the books and transactions of the treasurer at the close of the fiscal year. The report shall be read at the next regular Chapter meeting.

ARTICLE XI – AMENDMENTS

SECTION 1

  1. Amendments to these Chapter bylaws as proposed by the Board shall first be submitted to the Institute secretary for approval, in the manner and form prescribed by the Institute. After Institute Secretary approval, they shall then be publicized in the regular issue of the Chapter newsletter issued at least two weeks prior to a regular Chapter meeting or by other communication issued at least two weeks prior to a special Chapter meeting.

SECTION 2

  1. To become effective, bylaws amendments must then be approved by two-thirds vote of the voting members of the Chapter present at a regular meetings or a special Chapter meeting.

SECTION 3

  1. These bylaws include all amendments as of 11/18/2013, on which date the most recent amendments were approved by the Chapter. Whenever any covenant of the bylaws is amended, the date contained in this section shall also be amended.

SECTION 4

  1. The Board shall review these bylaws each year.

ARTICLE XII – INDEMNIFICATION

SECTION 1

  1. The Chapter shall indemnify persons acting in an official capacity on behalf of the Chapter in the manner and to the extent required under the Minnesota Nonprofit Corporation Act (Minn. Stat. § 317A.521).
  2. The Chapter shall purchase and maintain professional liability insurance indemnifying the Chapter board and officers acting on behalf of the Chapter in an official capacity against any liability asserted against or incurred by the person in or arising from that capacity.
  3. The insuarance coverages and premiums shall be reviewed annually by the Board.

 END OF BYLAWS