Bylaws

 

Section 1. Principal Office. The principal office of CESSE of Engineering and Scientific Society Executives shall be in Washington, D.C.

 

Section 2. Registered Office and Agent. CESSE shall have and continuously maintain a registered office and a registered agent in Washington, D.C., as required by the Corporation Division of Washington, D.C. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State. 

 

 

 

 

Section 1. Eligibility for Membership. Staff executives of societies that meet the criteria below may be considered for membership.

C. Staff executives of scientific and engineering societies operating at less than a national scope, but which are not merely local or regional subgroups of national organizations, and which otherwise are as described in Paragraph A, also are eligible for CESSE membership.

 

Section 2. Classes and Qualifications of Members. Members of CESSE arestaff executives of societies that meet the CESSE definition of scientific and engineering societies in Section 1 above and who meet any additional requirements for individual membership as may be imposed by the Board of Directors from time to time. 

 

Section 3. Admission to Membership. Applicants who meet the eligibility requirements specified in Article III, Section 1 as judged by the Membership Committee shall be accepted into membership. Applicants who are denied membership may submit an appeal to the Membership Committee who will review the appeal and make a recommendation to the Board of Directors whose decision will be final.

Section  4. Voting Rights. Only CEO members in good standing shall have the right to vote at the annual business meeting of the members on those items specified in Article III, Section 45. 

 

Section  5. Membership Meetings. There shall be an annual business meeting of the members upon such date, time and place as the Board shall determine. During the annual business meeting, voting members shall have the right to vote on the following matters only: election of the Board of Directors and officers, and approval of any amendments to the Bylaws that may be proposed by the Board. Voting on all other matters is reserved for the Board of Directors. Any new issues brought up at the annual business meeting shall be referred to the Board for consideration.

 

Section 6. Quorum and Voting. Each voting member in good standing shall have one vote at any meeting of the members. A quorum shall consist of twentyvoting members present in person. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members. 

 

 

 

Section 1. Powers. There shall be a Board of Directors of CESSE which shall supervise and control the busi­ness, property, and affairs of CESSE, except as other­wise expressly provided by law, the Articles of Incorporation of CESSE, or these Bylaws. 

 

Section 2. Number and Qualifications. The Board of Directors of CESSE shall be com­posed of a President, Vice President, Secretary, Treasurer, six Directors and the most recent Past President. All except the Treasurer shall be a CEO Member of CESSE.The Treasurer is an appointed position as defined in Article V, Section 9. 

 

Section 3. Election and Term of Office. The Directors shall be elected by the voting members at the annual business meeting of the members. The Directors on the Board of Directors shall serve for a term of three years with two directors rotating off the Board each year. Officers will serve as indicated in Article V.

 

Section 4. Resignation. Any director may resign at any time by giving written notice to the President of CESSE. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President.

Section 5. Removal. Any director may be removed from such office, with or without cause, by three-fourths vote of the voting members at any regular or special meeting of the members called expressly for that purpose. 

 

Section 6. Vacancies. Vacancies, with the exception of the President, shall be filled by majority vote of the remaining members of the Board of Directors for the position’s unexpired term. Should the office of the President become vacant, the Vice President shall automatically become President and serve through the end of his/her elected term as President. 

 

Section 7. Regular Meetings. A regular annual business meeting of the Board of Directors of CESSE shall be held each year, at such time, day, and place as shall be designated by the Board of Directors.

 

Section 8. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the President or by a majority of the voting directors then in office, to be held at such time, day, and place as shall be desig­nated in the notice of the meeting.

 

Section 9. Notice. Notice of the time, day, and place of any meeting of the Board of Directors shall be given at least 10 working days prior to the meeting. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement ex­e­cuted either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.

 

Section 10. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

 

Section 11. Manner of Acting. Except as otherwise express­ly required by law, the Articles of Incorporation of CESSE, or these Bylaws, the affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each Director shall have one vote. Voting by proxy shall not be permitted.

 

Section 12. Unanimous Consent In Lieu of a Meeting. The Board may take action without a meeting with unanimous consent of the Directors. This may be accomplished by email or such other electronic communication as the Board may deem appropriate.

 

Section 13. Telephone Meeting. Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to pre­sence in person at the meeting for purposes of determining if a quorum is present.

 

Section 14. Conflicts of Interest. All members of the Board shall be subject to CESSE’s conflict of interest policy.

 

 

Section 1. Officers. The officers of CESSE shall consist of a President, a Vice President, a Secretary and Treasurer, who shall all serve without compensation. 

 

Section 2. Election of Officers. The elected officers of CESSE shall be elected by the voting members at the annual business meeting of the members. 

 

Section 3. Term of Office. The terms of all officers and directors of CESSE shall begin at the adjournment of the annual business meeting of the members. The President, or any other elected member of the Board of Directors, shall not be eligible for immediate re-election to the same office at the expiration of an elected term. Officers shall hold office for one year as specified in Article VI, Section 2 or until their respective successors shall have been duly elected. 

 

Section 4. Resignation. Any officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately. 

 

Section 5. Removal. Any officer may be removed from such office, with or without cause, by a three-fourths vote of the voting members at any regular or special meeting of the members expressly for that purpose. 

 

Section 6. President. The President shall give active direction and have control of the business and affairs of CESSE. He or she may sign contracts or other instruments which the Board of Directors has authorized to be executed and shall per­form all duties incident to the office of President as may be prescribed by the Board of Directors. 

Section 7. Vice President. The Vice President shall be responsible for developing and carrying out the program for the Annual Meeting of CESSE. In the absence of the President, the Vice President shall have all the powers and prerogatives of the President.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors, see that all notices are duly given in accordance with the provisions of these Bylaws, ensure that corporate records are kept, and in general perform all duties inci­dent to the office of Secretary and such other duties as may be assigned by the Board of Directors.

 

Section 9. Treasurer. A Treasurer shall be appointed by the Board of Directors and may be selected from the non-voting membership. CESSE  may reimburse the expenses of the Treasurer to attend meetings of the Board of Directors as well as the Annual Meetings. The tenure of this position will be for one year, subject to reappointment.

 

The Treasurer shall be responsible for and oversee the financial administration of CESSE and shall ensure that all financial transactions are appropriately processed and recorded, and in general perform all the duties incident to the office of Treas­urer and such other duties as from time to time may be assigned to him or her by the Board of Directors. The Treasurer shall present a financial report at the annual business meeting held at the Annual Meeting of CESSE, as well as at meetings of the Board of Directors.

 

Section 10. Bonding. If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of CESSE shall furnish, at the expense of CESSE a fidelity bond, approved by the Board of Directors.

 

 

COMMITTEES

 

Section 1. Executive Committee. Between meetings of the Board of Directors, the day-to-day affairs of CESSE may be conducted by an Executive Committee composed of the President, Vice President, Secretary, Treasurer, and the Past President. The Executive Committee shall act between meetings of the Board of Directors, subject to review and approval by the Board of Directors, not later than the next meeting of the Board.

 

 

Section 3. Other Committees and Task Forces. The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

 

Section 4. Term of Office. Each member of a committee shall serve for a term to be specified or until close of the next Annual Meeting of CESSE or until a successor is appointed, unless the com­mit­tee is sooner dissolved. 

 

Section 5. Vacancies. Vacancies in the membership of com­mittees may be filled by the President.

 

Section 6. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.

 

 

 

Section 1. Unless otherwise prohibited by law, CESSE shall indemnify any director or officer or any former director or officer, and shall by resolution of the Board of Directors indemnify any volunteers against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or authorized representative of CESSE. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to CESSE for damages arising out of his or her own gross negligence in the performance of a duty to CESSE.

 

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. CESSE may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director or officer shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.

 

The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him/her which arises out of such person's status as a director, officer, employee, or agent, whether or not CESSE would have the power to indemnify the person against that liability under law.

 

 

 

Section 1. These Bylaws may be amended or new Bylaws adopted by a two-thirds affirmative vote of the voting members who are present and voting at any regular or special meeting of the members provided such amendments have been distributed to the voting members at least 30 days in advance of the meeting.

 

PROCEDURES MANUAL

 

Section 1. A Policies and Procedures Manual, not in conflict with the Bylaws, shall govern the details of the operation of CESSE. This manual and any changes to it must be approved by the Board of Directors.