DISTRICT OF COLUMBIA METROPOLITAN CHAPTER
OF THE CONSTRUCTION SPECIFICATIONS INSTITUTE, INC.
ARTICLE 1 – NAME
- The name of this organization is the District of Columbia Metropolitan 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”.
- The Chapter shall be affiliated with a region of the Institute. Regions are areas geographically designated by the Institute Board. This Chapter is affiliated with the Middle Atlantic Region, hereinafter referred to as the “Region.”
ARTICLE 2 – GOVERNING AUTHORITY
- The Chapter, is governed and maintained in accordance with the laws of the State of Maryland, 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’s Board issued through its officers.
ARTICLE 3 – PURPOSE AND POLICY
- The purpose of the Chapter is to provide a medium at local level for advancement of the objectives of the Institute.
- The name, funds, or influence of the Chapter may be used only in support of this purpose.
ARTICLE 4 – BOARD
- The management and direction of the Chapter shall be governed by its Board. All corporate powers not inconsistent with law, with the Articles of Incorporation, or with these Bylaws may be exercised by the Board of Directors in managing the chapter’s affairs.
- The Board shall conduct the affairs of the Chapter through Standing and Temporary Committees. The Board shall specify duties and authorize compensation for justifiable expenses.
- Standing Committees shall be those committees created or terminated through these Bylaws.
- Temporary Committees shall be those committees with a set time of creation and set time of termination.
- The Board shall consist of the following members: President, First Vice President, Second Vice President, Secretary, Treasurer, Immediate Past President and five (5) Directors.
- Should the Chapter have one or more active Student Affiliates, Student Affiliate representatives shall be non-voting members of the Board.
- All members of the Board, except for the Student Affiliate representatives, if any, are eligible to vote on Chapter business.
- The Board shall consider requests for change of member status to retired or emeritus status, and submit certified requests to the Institute.
- The Board shall approve all standing and special committee chairs, designate duties, and authorize compensation for justifiable expenses.
- The Board shall designate the depositories of the funds of the Chapter. Any securities, monies, or property of the Chapter, including the deposit in any bank or trust company or in any safe deposit vault, shall be under such safeguards as the Board may designate.
- The business of the Chapter shall be taken up at meetings of the Board, hereafter called Board Meetings. No fewer than ten Board Meetings shall be held between September and June of the fiscal year. The President shall schedule the date and time of meetings of the Board with the advice and consent of the Board. Board meetings may be held via electronic means provided they are interconnected by an audio, video, or computer-based teleconferencing technology that allows all persons participating to hear and speak to each other each other at the same time.
- Board Meetings shall be held prior to General Membership Meetings unless the approved schedule of meeting does not allow for this or otherwise decreed by the Board.
- A majority of the Board shall constitute a quorum.
- The order of business (agenda) at Board Meetings shall be as determined by the President. Minutes of Board Meetings shall be published on the chapter newsletter and/or website, with a copy sent to the Region Secretary.
- Any member of the Board may be removed from office at the pleasure of the Board by a two-thirds (2/3) vote of the membership of the Board exclusive of the member involved. The removed Board member shall have thirty (30) days in which to appeal the removal.
- Absence from more than three (3) successive meetings of the Board without justifiable reason shall constitute cause automatic removal from the Board. The President shall ask the missing Board member for a justifiable reason after the second absence.
- Should a vacancy occur in any office of the Chapter, the Board shall by two-thirds (2/3) affirmative votes of the Board’s membership fill such vacancy by appointment of a member eligible by all other criteria for the duration of the unexpired term.
- If the Chapter has a student affiliate, the Board shall create a committee and appoint its chairperson to support the student affiliate.
- An Executive Committee shall act in behalf of the Board on an interim or emergency basis in matters pertaining to the immediate control and management of the Chapter when the Board cannot be convened in a timely manner. The Executive Committee shall consist of the President, First Vice President, Second Vice President, Treasurer, and Secretary.
- The Board shall retain a General Counsel who shall be an attorney-at-law admitted to practice within the District of Columbia or State of Maryland for the purpose of acting as legal advisor.
ARTICLE 5 – OFFICERS
- The President shall serve as chair of the Board; preside at all meetings; appoint chairs of standing and temporary committees; appoint the chairs of all Standing and Temporary committees and be an ex-officio member of all committees; and sign all agreements and formal instruments, and see that orders and resolutions of the Board are affected.
- The President shall serve as a Director of the Region Board, attend all region sponsored meetings, and maintain a close liaison with Region officers.
- The First Vice President shall serve upon the absence of the President and perform other duties as assigned by the Board.
- The First Vice President shall assume the office of President should it become vacant prior to expiration of the President’s term.
- The Second Vice President shall serve upon the absence of the President and First Vice President and perform other duties as assigned by the Board.
- The Second Vice President shall assume the office of First Vice President should it become vacant prior to expiration of the First Vice President’s term.
- The Secretary shall see that notices are sent at least seven (7) days in advance of all meetings of the Board and of the Chapter and keep accurate minutes thereof. The Secretary shall 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; and submit a report of office at the annual meeting. The Secretary shall perform other duties as assigned by the Board.
- The Treasurer shall collect and receipt 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; and submit a report of office at the annual meeting. The Treasurer shall perform other duties as assigned by the Board.
- During the course of the fiscal year, the Treasurer shall determine if informational forms and tax returns are required, file required forms in a timely manner, and pay taxes due to the Internal Revenue Service, State of Maryland, and other authorities within the prescribed time limits. The Treasurer shall also ensure that information regarding corporate business and licensing laws are maintained, complied with, and kept current.
- The Treasurer shall be responsible for drafting a proposed annual budget with the Chapter Financial Committee. Such budget shall be submitted to the Board no later than the June Business Meeting and approved no later than the October Business Meeting. The budget shall define expected operating expenses and not be in excess of projected income.
- The Treasurer shall deposit chapter funds on a regular basis to the credit of the Chapter at such banks or other repositories as approved by the Board.
- The Immediate Past President shall be the former President of the Chapter who has completed the most recent term and shall serve until the current President completes his/her term or terms of office. Should the Immediate Past President choose not to serve, or be unable to serve, another past Chapter President, as selected by the Board, shall serve in the position.
- The Immediate Past President shall advise the President on issues regarding past Chapter activities and the duties of office, chair the Chapter Nominations Committee and perform other duties as assigned by the Board.
ARTICLE 6 – NOMINATION AND ELECTION OF OFFICERS
- Officers and Directors shall be elected to those offices as established by Article 4 by the members of the Chapter. Upon completion of his/her term the President shall assume without election the office of Immediate Past President.
- Each elected board member shall assume office on July 1.
- The President, First Vice President, and Second Vice President shall not hold the same office for more than two consecutive one-year terms. The Secretary and Treasurer may hold office for an indefinite number of one-year terms.
- The term of office for Directors shall be staggered two-year terms with two directors being elected in an even-numbered year and three in an odd-numbered year.
- A Nominations Committee shall be appointed by the Board not later than February 20 or the February Board Meeting, whichever comes first.
- The Nominations Committee shall endeavor to select candidates so the composition of the Board reflects the diversity of Chapter membership.
- The Nominations Committee shall prepare a list of nominees, showing at least one name for each elected position on the Board due to become vacant and present the list to the Chapter membership at a Chapter meeting not later than the end of March. At this time, the membership may present nominations from the floor.
- The election of officers shall be by written or electronic ballot at the discretion of the Board. Written ballots shall be mailed via first-class postage to each member. Electronic ballots shall be sent via e-mail or other electronic means with those members without electronic address or elect not to receive electronic messages being sent written ballots.
- The Nominations Committee shall prepare an unalterable ballot, which shall include the original list of nominees, those nominated from the floor, and a line for write-in candidates. Each voting member of the Chapter shall be provided with a ballot at least two weeks prior to the ballot count. For the purposes of Chapter elections, voting members are defined as Professional and Emerging Professional members. The winner shall be the candidate who receives the most votes for the position. Ties shall be resolved by coin toss.
- The ballots shall be counted and certified no later than the end of April by a Tellers Committee appointed by the President. The Tellers Committee shall report the results to the membership.
- Not later than April 30, the Chapter Secretary shall notify the Institute office and the Region Secretary of the results of the election and shall submit to them a complete list of the incoming Chapter Officers for the coming year with their contact information.
- The Chapter secretary shall provide the names of the winning nominees to the Electronic Communication Committee for publication on the Chapter Website.
- Candidates have five days after announcement of the results to contest the tally. In the case of a contested tally, the Board shall recount the votes at a special meeting and the result shall be final.
ARTICLE 7 – MEMBERSHIP
- Qualifications for membership shall conform to the requirements as described in the Institute Bylaws.
- Membership in the Institute is a prerequisite to membership in the Chapter.
- A Chapter member may be classified as an Honorary Member, Distinguished Member, or Lifetime Member only by the action of the Institute.
- Distinguished, Emeritus, Retired, Honorary and Lifetime Members shall retain all rights and privileges held prior to their change in classification.
- Student Affiliate Members shall have all the rights and privileges of membership except that they shall not be eligible to vote, serve as a Chapter Officer, Director, or Committee Chair.
- The provisions of the Institute Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern.
ARTICLE 8 – MEETINGS
- The Annual Meeting of the Chapter shall be held before the end of the fiscal year, at which time committee reports shall be submitted. The Secretary shall submit a report of the activities of the Chapter during the past term of office. 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.
- General Membership meetings shall be held monthly, except when otherwise decreed by the Board. No fewer than 10 General Membership meetings shall be held between September and June of the fiscal year. One month may be dedicated to a Product Symposium at the discretion of the Board.
- Special meetings may be called whenever the majority of the Board deems it necessary, or upon written request by not less than one-tenth (0.1) of the Chapter members. The business at special meetings shall be limited to that for which the meeting was called.
- Minutes of General Membership and special meetings shall be published in the Chapter newsletter and/or website with a copy to the Region Secretary.
- These Bylaws, together with the applicable provisions of the Institute Bylaws and Robert’s Rules of Order Newly Revised, shall govern the conduct of official business of the Chapter.
ARTICLE 9 – FISCAL ADMINISTRATION
- The Chapter fiscal year shall be from July 1 to June 30.
- Annual Chapter dues shall be set by the Board. Any change in the dues structure shall be approved by a two-thirds (2/3) majority of those Board members present at a regularly scheduled Board meeting.
- Members who are classified as Distinguished, Emeritus, Honorary, or Lifetime shall not be subject to Chapter dues.
- Institute and chapter dues shall be collected by the Institute with the chapter dues being returned to the Chapter by the Institute.
ARTICLE 10 – AUDIT
- The board shall appoint a Temporary Committee to review the books and transactions of the Treasurer at the close of the fiscal year. Upon completion of the audit, a report, prepared by the Committee, shall be read at the next scheduled Board meeting.
- A full audit of records shall be performed on a periodic basis as determined by the Board.
ARTICLE 11 – AMENDMENTS
- Proposed amendments to these Chapter Bylaws 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 and sent to each member two weeks prior to the next general membership meeting or special meeting.
- Following publication, the amendments must be approved by a two-thirds (2/3) majority vote of the voting members at the next general membership or special meeting.
ARTICLE 12 – STANDING RULES OF THE CHAPTER
- The Board, from time to time, may issue policies, rules, and directives consistent with these By-Laws to guide the Chapter’s activities. The Secretary shall record these policies as “Standing Rules of the Chapter” (hereinafter referred to as “The Rules”) and issue them for publication on the Chapter website.
- The Rules, as modified and amplified during the fiscal year, shall be reviewed, revised and accepted or rejected by vote of a majority of the Board at the first Board Meeting of the fiscal year.
ARTICLE 13 – INDEMNIFICATION
- The Chapter shall indemnify every person who is or was an Officer, Director, or Employee of the Chapter, or who is serving or has served at its request as an Officer, Director, or Employee of any other corporation (hereinafter referred to as “other corporation”) against reasonable expenses, including attorney’s fees and disbursements, judgments, decrees, fines, penalties, and amounts paid in settlement in connection with any pending or threatened claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) in which he may be involved or threatened to be involved, as a party or otherwise, by reasons of being or having been such Officer, Director, or Employee; provided a determination is made in the manner provided in “B” of this Section that such person:
- was not willfully negligent or guilty of willful misconduct in the performance of duty to the Chapter or other corporation of which the individual is or was an Officer, Director, or Employee,
- acted in good faith in what he reasonably believed to be the best interest of the Chapter or other corporation,
- in any matter the subject of a criminal action, suit or proceeding had no reasonable cause to believe that his conduct was unlawful, and
- in the case of amounts paid in settlement, that such settlement is or was reasonable and in the best interests of the Chapter or other corporation; provided, however, that if at any time any provisions are contained in the laws of the State of Maryland prohibiting indemnification in respect of any claim, action, suit, or proceeding except upon a determination of the extent thereof in the manner provided therein, then indemnification in respect thereof shall be made only in accordance with such provisions.
- The determination as to (1), (2), (3), and (4) in the preceding paragraph may be made by adjudication or a court of competent jurisdiction. All determinations, except those made by such prior adjudications, shall be made:
- By a majority vote of a quorum consisting of disinterested members of the Chapter. Disinterested members of the chapter are defined as members who are or were not parties to or threatened with any such claim, action, suit or proceeding, or
- If such a quorum is not obtainable or even if obtainable, if the quorum of disinterested members, by independent legal counsel in a written opinion. In both, of independent legal counsel selected by them. The termination of a claim, action, suit, or proceeding by judgment, settlement, conviction, or upon a plea of guilty or of nolo contendere or its equivalent shall not of itself create a presumption that the Officer, Director, or Employee was negligent or guilty of misconduct in the performance of duty to the Chapter, or other corporation while an Officer, Director, or Employee did not act in good faith in what he reasonably believed to be the best interest of the Chapter or other corporation, or, in any manner the subject of a criminal action, suit, or proceeding, had reasonable cause to believe that his conduct was lawful.
- Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Chapter to the Director, Officer, Employee or other legal counsel prior to the final disposition thereof upon receipt of an undertaking by the Director, Officer, or Employee to repay such amount as shall not ultimately be determined to be payable to him hereunder.
- The rights of indemnification provided hereunder shall not be deemed exclusive of other rights to which any such Officer, Director, or Employee now or hereafter may be entitled, shall continue to a person who has ceased to be an Officer, Director, or Employee, and shall inure to the benefit of such person’s heirs and legal representatives.
ARTICLE 14 – DISSOLUTION
- The Chapter may be dissolved at a Special Meeting called as required by these Bylaws. A quorum shall be attained when ten percent (10%) of the membership is in attendance on the date of the meeting. Dissolution shall require a vote of three-fourths (3/4) of the attending membership.
- The Chapter may be dissolved by the Construction Specifications Institute Board should the chapter no longer function in accordance with the governing authority of the Institute.
- On the dissolution of the Chapter, any remaining funds after all debts of the Chapter are paid shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization selected by the Board.
ARTICLE 15 – NUMBERING OF ARTICLES AND SECTIONS
- The Board is authorized to number the articles and sections of these Bylaws to correspond with any changes that may be made to these Bylaws.
LEGISLATIVE HISTORY OF CHAPTER BYLAWS
The Construction Specifications Institute granted a charter to the Chapter dated April 6, 1953. Its original Bylaws became effective that same day.
These bylaws have been amended as listed below:
- Amendment adopted in March 1963
- Amendment adopted on December 16, 1963
- Amendment adopted in April 1965
- Amendment adopted on September 12, 1970; approved by the Institute on October 23, 1970
- Amendment approved by the Institute on November 2, 1976; adopted on February 24, 1977
- Amendment approved by the Institute on February 27, 1979; adopted on April 14, 1979
- Adopted by the D.C. Metropolitan Chapter: February 1, 1985
- Adopted by the D.C. Metropolitan Chapter: April 1, 1987
- Adopted by the D.C. Metropolitan Chapter: February 10, 1998
- Certified by Institute Secretary by letter: November 6, 1997
- Adopted by the D. C. Metropolitan Chapter: December 7, 2004
- Amendment approved by the Institute Secretary: October 17, 2012
- General revisions adopted by the D.C. Metropolitan Chapter: TBD