Chapter Constitution and Bylaws

Constitution

ARTICLE I – Name, Location and Objectives

Section 1.  Engineers Without Borders-USA, Chicagoland Professional Chapter (CPC or the Chapter) is a professional chapter of Engineers Without Borders – USA (EWB-USA) serving the Chicagoland area.

Section 2. The legal mailing address of the Chapter shall be the address of EWB-USA.  Communications to the Chicagoland Professional Chapter shall be directed to the Chapter web site; communications to Chapter members shall be by email, letter, or social media networking processes.

Section 3. The objective of the Chapter shall be to promote and further the objectives of EWB-USA.  Furthermore the Chapter shall:  1) encourage the development of its members’ professional skills in a manner consistent with the objectives of EWB-USA, and 2) facilitate Student Chapter development and cooperation within the geographic boundaries of the Chapter. The Chapter shall mentor and support engineering students and student chapters involved in EWB-USA approved projects in a manner consistent with the objectives of EWB-USA.

Section 4. In the pursuit of the objectives, the Chapter shall not operate in conflict with the Bylaws, Rules of Policy and Procedures, or any other governing documents of EWB-USA, where applicable.

 

ARTICLE II – Membership

Section 1. The membership of the Chapter shall consist of those EWB-USA professional members who designate the Chicagoland Professional Chapter as their affiliate chapter when joining or renewing their membership. Individuals will be deemed Members of the Chapter on the basis of their decision of record with EWB-USA.

Section 2. Each Member shall be a Voting Member of the Chapter, one who subscribes to the Constitution and Bylaws of the Chapter and is current with payment of EWB-USA dues.

 

ARTICLE III – Chapter Organization

Section 1.  The governing structure of the Chapter shall be comprised of the following leadership groups, with each group working at the direction of and being responsible to the entity that precedes it:

a. Chapter Board of Directors (as defined in Article V)

b. Chapter Executive Committee (as defined in Article IV)

Section 2.  The day-to-day management of the Chapter shall be the responsibility of the Executive Committee, except as otherwise presented in this Constitution related to the Board of Directors.  The decisions of the Chapter shall be by majority vote of the Chapter for all routine maters except for changes to the Constitution.

 

ARTICLE IV – Chapter Executive Committee

Section 1.  There shall be a Chapter Executive Committee in which the governance of the Chapter shall be vested. The Executive Committee shall consist of the following Officers and Standing Committee Chairpersons.

Officers:

a. The President

b. The Vice President

c. The Secretary

d. The Treasurer

Standing Committee Chairpersons

Section 2. The duties of the individual Officers shall be as follows:

a. The President shall conduct the business of the Chapter along with the other

Executive Committee members, coordinate between the Chapter, the Great Lakes Region, and the national EWB-USA organization. The President shall see that orders and resolutions of the Chapter are carried into effect. The President shall be the Chapter’s Representative to the Great Lakes Region of EWB-USA (or designate a replacement). The President shall be responsible for the preparation of the Chapter’s Annual Report to the Chapter’s Board of Directors, Great Lakes Regional Director, and the Chapter membership.

b. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice-President shall be an active member of the Communications Committee. The Vice-President shall be responsible for increasing communication between project teams and the other committees so that social, fundraising, research and training, and membership needs of each project are considered.

c. The Secretary shall be responsible for the preparation of official minutes of meetings of the Chapter Executive Committee, and the General Membership Meetings.

d. The Treasurer shall:  1) receive, record and account for income; 2) pay out, record and account for all approved expenses of the Chapter; and 3) shall provide the financial reports required by EWB-USA and the Board of Directors of the Chapter. The Treasurer shall be responsible for the accounts of the Chapter and shall be subject to audit as prescribed in the Bylaws of the Chapter. The Treasurer shall be an active member of the Fundraising Committee.

e. The functions of the Standing Committees and the roles of the Standing Committee chairs are defined in the Bylaws

Section 3. Each Voting Member of the Chapter shall be eligible for election to the Executive Committee.

Section 4. The term of office of the President, Vice-President, Secretary, and Treasurer shall be one year. This term shall begin on the first day of May and shall continue for the period above mentioned, or until a successor is duly selected.  Committee chairs shall be elected for a term of one year.  Committee Chairs may serve in the same position for three consecutive years.  Executive committee officers may serve in the same position for two consecutive years.

Section 5. In the event of a vacancy in the office of President, the Vice-President shall succeed to that office. Vacancies in the offices of Vice-President, Secretary, Treasurer and Committee Chairs shall be filled by the President making appointments from among the Voting Members of the Chapter. All vacancies filled shall be for the remaining term. A Vice-President succeeding to the office of President shall have the privilege of being a candidate for that office at the next election. Succession planning by the Chapter for the offices of President and Vice president is encouraged, though not mandatory.

 

ARTICLE V – Board of Directors

Section 1. There shall be a Board of Directors that shall provide direction, continuity and guidance to the Chapter.  Board of Directors shall be composed of a minimum of five persons and no more than eight persons and shall be headed by a Chairperson, who shall direct its activities and functions. The Chairperson shall be a Member of the Chapter.  At least 80 percent of the Board of Directors shall be EWB-USA Members. The Board of Directors shall have the principal responsibilities of developing a mission statement, a list of values and goals for the Chapter, and reviewing the Bylaws and Constitution. The Board shall meet annually, at a minimum, to review Chapter performance and approve the Chapter’s annual reports.

Section 2. Meetings of the Board of Directors may occur in person, via telephone conference call, or via other electronic means.  The voting of the Board of Directors may be conducted as a voice vote, or via a proxy as provided in the Bylaws.

Section 3. Each Voting Member of the Chapter shall be eligible for selection to the Board of Directors. Persons demonstrating significant interest and support for EWB-USA may be selected to the Board of Directors as designated in Section V-1 above.

Section 4. The term of the members of the Board of Directors shall be two years. This term shall begin on the first day of November and shall continue for the period above mentioned or until a successor is duly elected.

Section 5. Vacancies in the Board of Directors shall be filled by the Chairperson of the Board of Directors, in agreement with the Executive Committee President, making appointments from among the Voting Members of the Chapter or from a list recommended by the Executive Committee. All vacancies filled shall be for the remaining term.

Section 6. The members of the Board of Directors shall be nominated and approved by the Executive Committee (as defined in Section VI). The current Chapter President and immediate past-President will be active members of the Board of Directors.

 

ARTICLE VI – Election of Board of Directors

Section 1. With the exception of the first election, members of the Executive Committee shall nominate qualified Members of the Chapter for membership on the Board of Directors, and for the office of Chairperson of the Board. The initial Board of Directors will be chosen at the inaugural meeting, with nominations from the floor and a voice vote by those present.

Section 2. Subsequent to the first election, nominations shall be submitted to the Secretary of the Chapter during the September Executive Committee meeting. The nomination process will occur before the annual meeting of the Board of Directors.

Section 3. With the exception of the first election, the Executive Committee shall vote on the candidates during the October Executive Committee meeting. Each candidate receiving a simple majority vote is considered elected. The elected Board Members shall assume office on the first day of November.

Section 4. No Voting Member may serve more than four consecutive years as Chairperson of the Board of Directors. Members of the Board of Directors may serve consecutive terms if reelected by the Executive Committee.

ARTICLE VII – Removal of an Officer or Director

Section 1. Removal of an Officer or Director prior to completion of his/her term of office may be accomplished by a petition signed by two-thirds of all Voting Members of the Chapter or by vote of two-thirds of the Board of Directors.

Section 2. The Board of Directors shall appoint an interim replacement from the Voting Members of the Chapter to complete the term of office of the removed Officer or Director.

 

ARTICLE XI – Amendments

Section 1. This Constitution may be amended by the following procedure:

a. An amendment may be proposed by any Voting Member of the Chapter.

b. The proposed amendment shall have the support (including electronic messages) of one-tenth of all the Voting Members of the Chapter, and shall be forwarded to the Executive Committee.

c. Within thirty days of presentation to the Executive Committee, the Executive Committee designee shall present the proposed amendment to the Voting Members of the Chapter by letter ballot or via electronic means; and setting a date no later than the next regularly scheduled monthly Chapter meeting for submittal of the completed ballots. Ballots shall be submitted in writing, including faxes or email.

d. Approval of Amendments to the Constitution shall require a two-thirds majority vote of the Chapter. If approved, the Chapter Secretary shall immediately amend the Constitution as proposed, and issue them to the Chapter membership and to EWB – USA headquarters.

ARTICLE X – Miscellaneous Provisions

Section 1. No part of the net earnings of the Chapter shall inure to the benefit of any private individual and no substantial part of the activities of the Chapter shall be carrying on lobbying, or otherwise attempting to influence legislation, and the Chapter shall not participate in, or intervene in (including publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

Section 2. Should dissolution of the Chapter occur, the assets remaining after the payment of the debts of that Chapter shall be conveyed to the national EWB-USA organization.

 

ARTICLE XI – Savings Clause

Section 1. Should any section of this Constitution found to be illegal, the remaining sections shall remain intact and in force.

 

BYLAWS 

ARTICLE I – Election of Executive Committee Members

Section 1. With the exception of the first election, Voting Members of the Chapter shall nominate one or more qualified Members of the Chapter for the offices of President, Vice President, Secretary, Treasurer and all Committee Chairs. The first election will be held at the inaugural Chapter General Meeting and all present will be eligible to vote and to hold office. Nominations and the election of officers will be by voice vote at the inaugural meeting.

Section 2. Subsequent to the first election, nominations shall be submitted to the Voting Membership at the Chapter Membership General Meeting in February.

Section 3. Subsequent to the first election, once the nomination process has been completed, the Secretary of the Chapter shall prepare and distribute the ballots via paper or electronic means at the end of March during the Chapter Membership General Meeting. The candidate(s) receiving the highest number of votes for each office shall be declared elected. Elected officers shall assume office on the first day in May.

Section 4. No Voting Member may serve more than four consecutive terms as a member of the Executive Committee. No member of the Executive Committee may serve more than three consecutive terms in the same office.

 

ARTICLE II—Role of the Executive Committee Chairpersons

The roles of Chairpersons of the permanently designated Executive Committees are as listed below.  The Chapter can add/subtract committees as needed to conduct Chapter business.  Some special committees may be short term; the function of the committee and chairperson role will be designated by the Executive Committee.  The chairperson of a special committee is not a member of the Executive Committee.

a. The Communications Chair shall oversee the website and external communications of the chapter. The Chair shall develop a plan for using and enhancing the EWB-USA-Chicago website and for raising awareness of EWB-USA and CPC. The Committee shall maintain a database of all EWB-USA-CPC contacts.

b. The Fundraising Chair shall develop a strategic fundraising plan for sustaining the Chapter projects and executes logistics of fundraising activities. The chair shall promote communication between Committee members so that all fundraising activities are coordinated; the same funding sources should not be exhausted by repeated appeals. The Committee shall organize a significant Chapter-wide fundraiser and additional smaller events over the course of the year. The Committee shall communicate with the Project Teams in order to determine project funding needs.

c. The Research & Training Chair shall oversee the information needs of the chapter.

The Chair shall develop a plan for providing research and training support to the Project Teams. The Committee shall be responsible for planning training events in areas such as wilderness safety, first aid, research methods, appropriate technology and cultural awareness. The Committee shall arrange general meeting speakers as needed.

d. The Social Chair shall encourage interaction among the general membership outside the context of General Business Meetings.

e. The Membership Chair shall develop a plan for maintaining current membership and increasing EWB-CPC membership. The Chair shall develop a plan for helping inactive members to become active in the work of the chapter. The Committee works to match qualified and willing members to the specific needs of the chapter and Project Teams. The Membership Committee supplies the Communications Committee with membership information to maintain the chapter contact database.

f. The Projects Chair shall oversee the Project Teams and assist in assuring the quality of project team work. The Committee shall work through the preliminary project approval process including preliminary project applications. The Committee shall make recommendations to the Executive Committee for new project approval. Projects approved by the Executive Committee shall be brought to the Voting Chapter membership for final decision.

g. The University Chair shall oversee the EWB-CPC relationship with EWB Student Chapters. The Chair shall coordinate with CPC Student Development Teams to ensure student chapter needs are met and shall work with EWB-USA to keep Student Development Teams and Student Chapters aware of regulations and policy changes. The Chair and Committee shall review Student Chapter grant applications and make recommendations to the Executive Committee for grant approval.

ARTICLE III – Quorum

Section 1.  A quorum of the Executive Committee shall consist of at least fifty one (51) percent of the Executive Committee members.  A quorum of the Board of Directors shall consist of at least fifty-one (51) percent of the Board members. As related to the general business of the Chapter, a quorum shall consist of at least ten (10) percent of the Voting Members.

ARTICLE IV – Meetings

Section 1. Regular meetings of the Executive Committee shall be held each month, or as directed by the President.

Section 2. Regular meetings of the Board of Directors shall be held annually, or as directed by the Chairperson of the Board.

Section 3. Regular meetings of all members and committees of the Chapter shall be scheduled as directed by the Executive Committee.

 

ARTICLE V – Notice of Meetings

Section 1. The President or Secretary shall publish notice of regular meetings on the EWB-USA-CPC website.

 

ARTICLE VI – Order of Business

Section 1. The order of business for all meetings shall be that prescribed by the presiding officer.

ARTICLE VII – Guests

Section 1. Any member of the EWB-USA or its affiliates who is not a Voting Member of the Chapter shall have the privilege of attending meetings. Any Voting Member at the meeting may invite one or more guests. The presiding officer shall review the order of business for the meeting and determine if there are any “executive session items” which should not be discussed with the guests present. The executive session items shall then be moved to the end of the meeting and all guests shall be excused during those deliberations.

 

ARTICLE VIII – Dues

Section 1. Annual dues for membership are paid to the national EWB-USA organization.

 

ARTICLE IX – Management

Section 1. The outgoing Treasurer shall close the accounts and present an annual financial summary at the end of April and prepare accounts for audit. The audit shall be performed by the Treasurer-Elect, and shall be completed and an annual financial report submitted to the Executive Committee and Board of Directors prior to the June meeting. The turnover of office shall be effective on the first day of May.

Section 2. Communication with the membership shall be via electronic mail, or as directed by the Secretary.

ARTICLE X – Amendments to the Bylaws

Section 1. The Bylaws may be amended by the following procedure:

a. An amendment may be proposed by any Voting Member of the Chapter.

b. The Executive Committee shall vote on the amendment at their next regularly scheduled meeting.  A majority of the Executive Committee members shall be required for approval of an amendment, which is then sent to the Board of Directors.

c. The Board of Directors shall also approve the amendment for an amendment to take effective.  The Board of Directors shall vote on the amendment at their next scheduled meeting, but no longer than 30 days after receipt from the Executive Committee.

d. If approved, the Chapter Secretary shall immediately amend the Bylaws as proposed, and issue them to the Chapter membership.

Revision 3, February 2012