Structural Engineers Association of New York
Structural Engineers Association of New York (SEAoNY)
ARTICLE I – LOCATION AND OBJECTIVES
Section 1 - Name and Location
The name of this organization shall be Structural Engineers Association of New York, abbreviated as SEAoNY. The office of the Association shall be located in the State of New York.
Section 2 - Purposes and Objectives
The Association is established for the following purposes and objectives:
ARTICLE II - MEMBERSHIP
Section 1 - Grades
Membership in the Association may be held by individuals only, and shall consist of the following grades: Member, Associate Member, Affiliate Member, Life Member, Honorary Member and Student Member.
Section 2 - Member
A Member shall have received a Baccalaureate or higher degree in engineering from an accredited university, be actively engaged in the practice of Structural Engineering as their primary profession, and be licensed by the State of New York as a Professional Engineer.
Section 3 - Associate Member
An Associate Member shall be subject to the same qualifications as Member except that the individual shall not be licensed as a Professional Engineer.
Section 4 - Affiliate Member
An Affiliate Member shall, in the opinion of the Board of Directors, be qualified to cooperate with Professional Engineers in the advancement of their professional knowledge, practice and welfare.
Section 5 - Life Member
A life member shall have been a Member in good standing of this Association for a minimum of 10 years; shall, in the opinion of the Board of Directors, have retired from actively practicing engineering; shall have made written request to the Board of Directors for such membership classification; and shall have been awarded such membership classification by the Board. A Member receiving such status shall retain the status on member if previously held, together with its privileges, plus the designation “Life.”
Section 6 - Honorary Member
An Honorary membership may be awarded by the Board of Directors to a person who meets the following qualifications:
A Member receiving such honorary title shall retain the status of Member if previously held, together with its privileges, plus the designation “Honorary.”
Section 7 - Student Member
A Student Member shall be a full or part-time student pursuing a degree course in Civil or Structural Engineering.
Section 8 - Disqualification
A member ceases to be a member of the Association upon failure to pay dues or assessments in a timely manner.
Section 9 - Resignation
A member may resign by written communication to the Secretary, who shall present the same to the Board of Directors. If the member’s dues and assessments have been paid for the current year, his resignation shall be accepted.
Section 10 - Expulsion
The Board of Directors shall consider proceedings toward the expulsion of any member:
The Board of Directors shall consider each case and if the circumstances appear to warrant further action, it shall advise the accused of the charges against him or her who may, if he or she so desires, present a defense either in person or in writing, which shall be considered for final action at a meeting of the Board of Directors of which the accused shall receive due notice.
No member shall be expelled except by an affirmative vote of two-thirds of the entire Board of Directors.
Should a member be expelled from this Association, he or she shall not again be entitled to membership, unless the Board of Directors decide that extenuating circumstances and/or subsequent record may favor an applicant for readmission.
Section 11 - List of Members
A list of current Members shall be kept by the Secretary of the Association, with assistance by the Executive Director as the Board of Directors arranges. Members have the option of listing their contact information as shared or private. A membership listing, with only names designated as shared, shall be made available to members upon request.
Section 1 - Dues
Dues for all member grades shall be set annually at the discretion of the Board of Directors.
Section 2 - Schedule
Dues for a given fiscal year shall be paid by September 31st of that year.
Section 3 - Partial Year Dues
New Members joining between September 1st and March 1st shall pay full dues and those joining between March 1st and August 31st fifty percent.
Section 4 - Remittance
The Board of Directors at its discretion may remit part or all of the dues of any Member or extend time of payment of same.
Section 5 - Assessments
Any additional money required to carry on the activities of the Association shall be raised through assessments. Any Assessments levied by the Board of Directors shall be referred to the Members by a letter ballot. A two-thirds majority approval by those voting, provided at least 50% of the Members vote, shall be required to approve the assessment.
Section 1 - Officers
The Officers of the Association shall be President, President-Elect, Secretary and Treasurer. Officers must be Members of the Association.
Section 2 - Board of Directors
The Board of Directors shall consist of the Officers, the immediate Past-President, plus seven Board Members elected by the membership and plus 1 Board Member selected by each Chapter’s Board. Board Members shall be subject to the same qualifications as Officers.
Section 3 - Terms
The term of office shall be one year for President and President-Elect and two years for Secretary and Treasurer. Secretary and Treasurer shall be elected on alternate years. The Past-President term shall be for one year immediately following the conclusion of a term as President. Other Board Members shall serve two years with half of the positions open for election each year. New Officers and Board Members shall begin their terms on September 1st following their election.
Section 4 - Succession
Officers shall be ineligible to succeed themselves.
Section 5 - Resignation
Any Officer or Board Member of the Association who submits his written resignation to the Secretary or who is absent for three consecutive board meetings, in the two-thirds majority opinion of the Board of Directors without excusable cause, shall be deemed to have resigned.
Section 6 - Removal
Any Officer or Board member of the Association may be removed by a two-thirds majority vote of all of the remaining Directors.
Section 7 - Vacancies
If any vacancies occur in the Board of Directors caused by death, resignation, disqualification or removal from office of any Director, or otherwise, a majority of the Directors then in office, though less than a quorum, may choose a temporary successor or successors, until the chapters which elected the vacating Directors shall elect, pursuant to these Bylaws, a permanent successor or successors. Each successor Director shall be elected for the unexpired term of the predecessor in office.
Section 8 – Executive Director
An Executive Director may be employed by the Board of Directors to be responsible for the management of the administrative functions of SEAoNY. The Executive Director shall provide assistance to all committees as required but may not vote on any matter before the Board of Directors or committees. The Executive Director shall, if so arranged by and under the oversight of the Board of Directors, maintain the property, books, accounts, and quarters of SEAoNY.
Section 9 – NCSEA Delegate
The National Council of Structural Engineers Associations (NCSEA) requires the representation of at least one Delegate at the annual conference from each Member Organization. The Board of Directors shall appoint an individual to fulfill this role for SEAoNY. If no individual is named, the President shall act as the Delegate.
Section 1 - Eligibility
All Members and Associate Members who have their dues and assessments, if any, paid shall be eligible to vote in elections for Officers, Board Members and Amendments. A current list of all eligible voting members shall be maintained
by the Secretary and shall be accessible to the members.
Section 2 - Nominating Committee
There shall be a minimum of four members of the Nominating Committee. The Nominating Committee shall consist of the President, President-Elect and a minimum of one Board Member from each chapter who is appointed by the President. In lieu of a separate committee, the Board of Directors, with assistance by the Executive Director as requested by the Board of Directors, shall be able to perform the functions of the Nominating Committee.
Section 3 - Nominations
Members shall be nominated for election as an Officer or Board Member by written petition signed by at least five members. This petition shall be submitted to the Nominating Committee on or before July 1st. The Nominating Committee will interview the nominee to assess whether he or she is willing and able to serve in that position.
Section 4 - Ballots
The Nominating Committee shall publish nominations to the membership of the Association on or before July 15th. Ballots will be sent to Members on or before July 15th.
Section 5 - Quorums
One fifth of the membership and at least two-thirds of the Board of Directors constitutes a quorum for voting by the membership.
Section 6 - Voting
All marked ballots shall be submitted by mail or email to the Board of Directors, or to the Executive Director if so arranged by the Board of Directors, and shall be postmarked August 1st. Telephoned ballots shall not be accepted. Officers and Board Members shall be elected by a simple majority of the votes cast.
Section 7 - Recording the Vote
The Secretary shall deliver all unopened ballots to the Nominating Committee no later than August 10th. The Nominating Committee shall open and record each vote.
Section 8 - Ties
In the event of a tie between two or more candidates for the same office, the Nominating Committee shall immediately cast a secret ballot to select one of the candidates.
Section 9 - Results
The results of the voting shall be announced at the annual meeting.
ARTICLE VI - AMENDMENTS
Section 1 - Initiation
By-laws changes shall be initiated by petition signed by at least ten members or by action of the Board of Directors.
Section 2 - Voting
The By-laws adopted by the Interim Officers, shall be ratified by a two-thirds majority vote of the members.
The By-laws may be repealed or amended by two-thirds majority of the member vote cast. Voting ballots on changes to the By-laws shall be submitted by mail or email to the Board of Directors, or to the Executive Director if so arranged by the Board of Directors.
Section 3 - Notification
Proposed By-laws changes shall be sent to all members in writing at least fifteen day before voting takes place.
ARTICLE VII – NOTICES AND MEETINGS
Section 1 - Notices
Notices of meetings shall be at a minimum distributed to all members entitled to vote by email between fourteen and twenty-eight days prior to meetings. At the discretion of the Board of Directors, special meetings may be called upon shorter notice.
Section 2 - Meetings
All meeting of members shall be held at locations selected by the Board of Directors.
Section 3 - Annual Meeting
An annual meeting of the members shall be held during the month of September. Elections for Officers and Board Members shall be held at the annual meeting or by an alternate approved method within ninety days prior to the annual meeting.
Section 4 - Procedures
Business proceedings at all meetings shall be governed by “Roberts Rules of Order.”
Section 5 - Consents
Any action which may be taken at a meeting of the Members or Board of Directors of the Association may be taken without a meeting if a consent in writing setting forth the actions so taken is signed by all the Members entitled to vote with respect to the subject matter of the actions, and this consent has the same force and effect as a unanimous vote of the membership or Board of Directors as applicable.
Section 6 - Teleconference Meetings
The Board of Directors may participate in and hold a meeting by means of a conference telephone, online meetings or similar communication equipment by means of which all persons participating in this meeting can hear each other, and participation in this type of meeting constitutes presence in person at the meeting except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not properly called or convened.
ARTICLE VIII – POWERS AND DUTIES OF OFFICERS
Section 1- President
Section 2 - President-Elect
Section 3 - Secretary
Section 4 - Treasurer
Section 5 – Past-President
Section 6 - Executive Committee
a) The Association By-laws hereby provide for an Executive Committee consisting of the President, the President-Elect, the Secretary and the Treasurer.
b) The Executive Committee may act, when immediate action is necessary, and by majority vote of the Executive Committee, for the Board of Directors between regular Board Meetings, and will report at the next Board Meeting any such actions that have been taken.
Section 7 - Compensation
The Officers and agents of the Association shall receive no compensation for their services as Officers and agents of the Association, but the Board of Directors may authorize the payment of reimbursement of expenses actually incurred by an Officer or an agent of the Association in performing the scope of duties for the Association.
ARTICLE IX- POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1 - Powers
Section 2 - Duties
Section 3 - Quorum
A quorum at a meeting of the Board of Directors shall consist of two-thirds or more members of the Board.
Section 4 - Voting
Decisions by the Board shall be made by majority vote pursuant to these By-laws. In the event of a tie vote, the President or Past-President shall cast the deciding vote.
Section 5 - Compensation
The Directors of the Association may not receive any salary, but by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board.
ARTICLE X - CHAPTERS
Section 1 - Establishment
The Board of Directors may, from time-to-time, establish chapters of the Association which will be named after the principal city or geographical location of the chapter.
Section 2 - Chapter Membership
Chapter membership shall be determined by geographical location of each member’s address on record, with the option of joining the chapter of choice by filing a declaration with the Association. Transfer of membership from one chapter to another shall be by filing a declaration with the Association or governed by the By-laws of the chapters.
Section 3 - Formation
Any ten regular members of the Association may petition the Board of Directors to establish a new chapter of the Association. If the Board of Directors agrees that there is sufficient interest or membership to justify a new chapter, the Board of Directors shall establish the new chapter and re-designate the territorial areas of any other chapters affected by the creation of the new chapter.
Section 4 - Chapter Organization
The regular members of a chapter may adopt, amend, or appeal its own internal By-laws, subject to the approval of the Board of Directors. The chapter shall have the same membership classifications as are described in these By-Laws. In the event of a conflict, these By-laws shall prevail.
Section 5 - No Chapters
Until chapters are established by the Board of Directors, the Board of Directors shall act as the governing board of sole chapter of the Association and shall perform all duties prescribed for a governing board of a chapter.
Section 6 - Abolition
If a chapter ever has fewer than ten regular members, or if, in the judgment of the Board of Directors, a chapter has failed, after proper notice the governing board of the chapter, to carry out the purposes and objectives of the Association, the Board of Directors may abolish the chapter, re-designate the territorial areas of any other chapters affected by the abolition of the chapter, and reassign the members of the abolished chapter to other chapters.
ARTICLE XI – COMMITTEES
Section 1 - Standing Committees
Section 2 - Other Committees
Each committee shall consist of two or more individuals, a Board of Directors liaison and a Chairperson. These individuals serve to govern the committee but shall report to and consult with the Board of Directors for all global Member Organization direction.
All committees shall keep regular minutes of the proceedings and report the same to the Board of Directors when required, but not less than annually for publication in the Association’s Annual Report.
ARTICLE XII – GENERAL PROVISIONS
Section 1 - Fiscal Year
The Fiscal Year for the Association shall start on September 1st.
Section 2 - Seal
The seal of the Association shall be used only by the Association for it’s activities and affairs. Only Officers of the Association have the power to authorize its use.
Section 3 - Indemnification
All current or former Board Members, Officers, Members of Committees or any person who may have served at the request of the Association as a Director or Officer of another Association, shall be indemnified and made whole by this Association against expenses including attorneys fees incurred by such Board Member, Officer or Committee Member in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of his or her being or having been such Director, Officer or Committee Member except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed to be exclusive of any other rights to which such Board Member, Director, or Committee Member may be entitled under any law, agreement, vote of the Board of Directors or otherwise.
Section 4 - Checks
All checks or demands for money shall be signed by an Officer(s) of the Association or other person so designated by the Board of Directors.
Section 5 - Investment of reserve funds
The board of directors, at its discretion, may invest funds within the reserve account for interest earning purposes, while leaving sufficient funds in the operating account to cover expected expenses. Existing investments shall be reaffirmed by the board of directors at the first meeting of the fiscal year. The board has full discretion to invest and divest throughout the fiscal year. The board of directors may hire an investment manager.
Currently the members select upstate membership themselves, we just verify that they actually have upstate address. This doesn’t necessarily contradict the wording.