| ARTICLE I – THE SECTION
(a) The name of this section shall be INLAND EMPIRE, hereinafter
called “SECTION”. This SECTION is an integral unit of PROFESSIONAL
ENGINEERS IN CALIFORNIA GOVERNMENT, hereinafter called the
“Corporation”. The Board of Directors of the Corporation has
established this SECTION on September 17, 1966, to provide
for convenient meetings of the Corporation’s members and to
permit greater participation in the task of accomplishing
the objectives of the Corporation.
ARTICLE II – MEMBERSHIP
Paragraph 1 – Qualifications and Rights
(a) All members of the SECTION are members of the Corporation
and the qualifications for, and rights of membership shall
be identical to those set forth in the By-Laws of the Corporation,
hereinafter called “Corporate By-Laws”.
Paragraph 2 – Enrollment and Payment of Dues
(a) This SECTION shall judge the qualifications of applicants,
enroll qualified persons and collect the membership dues required
from members in the area covered by the SECTION charter except
as provided under the procedure for payroll deduction of dues.
(b) Membership shall terminate upon failure to pay dues quarterly
in advance, or upon a members termination of his/her authorization
for payroll deduction of dues.
(c) When the service is available through the employer, dues
may be paid by payroll deduction.
(d) Membership shall terminate upon failure to pay assessments
when due.
Paragraph 3 – SECTION Dues
(a) SECTION dues or assessments, or any changes thereto,
must be approved by
Must be approved by a majority of SECTION members.
(b) Dues are payable by payroll deduction or quarterly in
advance. Dues for new members shall be prorated.
ARTICLE III – MEETINGS OF MEMBERS
Paragraph 1 – Regular Meetings
(a) The annual meeting of the members shall be held within
thirty days of the close of SECTION election balloting to
install officers and to conduct such other business as may
properly be brought before the meeting.
(b) Other regular SECTION meetings may be scheduled at the
annual meeting by a vote of the members or by the Executive
Committee during the year.
Paragraph 2 – Special Meetings
(a) Special Meetings of the members for any purpose may be
called by the Executive Committee, or shall be held upon petition
of at least ten percent (10%) of the SECTION members, or the
SECTION members, whichever is greater.
(b) Special meetings shall be limited to the purpose for
which called and no other business will be conducted.
(c) The business of special meetings may be transacted by
the members at the meetings of the SECTION or balloting by
U.S. Mail or personal delivery as designated by and in accordance
with rules established by the Executive Committee.
Paragraph 3 – Notice of Meetings
(a) Notice of any meeting of the members shall be given in
writing to all members by the Secretary, not less than ten
days before such meeting.
(b) Notice of any meeting of the members shall specify the
place, the day, and hour of the meeting, and for a special
meeting, the nature of the business to be transacted.
(c) Notice of any meeting of the members to amend these By-Laws
shall include the exact language of the proposed amendments.
Paragraph 4 – Time and Place of Meetings
(a) The day, and hour and the exact location of all meetings
of members shall be designated by the Executive Committee.
(b) When a special meeting of the members has been called
by petition of the members, the meeting or balloting must
be held within thirty days of receipt of the completed petition.
Paragraph 5 – Quorum at Meeting
(a) At a general meeting of members, a quorum for transaction
of SECTION business shall be provided by at least ten percent
(10%) of the SECTION membership or ten SECTION members, whichever
is greater.
(b) When the business of special meeting is conducted by
U.S. Mail or personal delivery, a quorum shall be provided
if a majority of the members return valid ballots.
Paragraph 6 – Voting at Meetings of Members
(a) Only members are entitled to vote or act on business
to be transacted.
(b) No member may vote or act by proxy.
(c) Voting conducted by U.S. Mail or personal delivery shall
be by secret ballot.
(d) All business before a meeting of members shall be decided
by the vote of a majority of those present or majority of
those returning valid ballots when business is conducted by
U.S. Mail or personal delivery.
(e) Actions taken at a meeting of members become effective
immediately unless otherwise specified.
ARTICLE IV – ORGANIZATION
Paragraph 1 – Executive Committee
(a) The Executive Committee of the SECTION shall consist
of:
1. The seven SECTION officers.
2. The immediate past president, if not a SECTION officer.
Paragraph 2 – Officers
(a) The officers of the SECTION shall be the President, President-Elect,
Vice-President, Rank and File, Vice-President At-Large, Vice-President,
Supervisory and Management, Secretary, Treasurer and Director.
Paragraph 3 – Permanent Committee
(a) The nominating Committee shall consist of at least three
members chosen annually from the SECTION membership by the
Executive Committee. Officers or candidates for office shall
not serve on the Nominating Committee. The Nominating Committee
shall handle all nominating procedures.
(b) The Election Committee shall consist of at least three
members chosen annually form the SECTION membership by the
President-Elect. Officers or candidates for office shall not
serve on this committee with direction from yje President-Elect.
The Election Committee shall conduct all elections.
Paragraph 4 – Other Committees
(a) The President may appoint, from the SECTION membership,
chairperson for such other committees as may be required.
The committee chairperson shall select their respective committees
from the SECTION membership. These committees shall hold office
at the pleasure of the Executive Committee.
Paragraph 5 – Staff
(a) The President may, with the approval of the Executive
Committee, employ a staff of nonmembers.
ARTICLE V – MEETINGS OF THE EXECUTIVE COMMITTEE
Paragraph 1 – Organization and Budget Meetings
(a) The Executive Committee shall hold an organizational
meeting within fifteen days after the annual meeting of the
membership.
(b) After the organizational meeting (or combined with the
organizational meeting) and prior to January first, the Executive
Committee shall hold its budget meeting and adopt a budget
for SECTION activities for the following calendar year.
Paragraph 2 – Other Regular Meetings
(a) Other regular meetings of the Executive Committee shall
be held at such times and locations as the Executive Committee
may prescribe. No further notice need be given for such regular
meetings.
Paragraph 3 – Special Meetings
(a) Special meetings of the Executive Committee for any purpose
may be called at any time by the President of by a majority
of the Executive Committee.
Paragraph 4 – Notice of Special Meetings
(a) Each member of the Executive Committee will be notified
of the time and place at least five days prior to special
meetings where possible.
(b) The transaction of any meeting of the Executive Committee,
however called and noticed or wherever held, shall be as valid
as a meeting duly held after regular call and notice, if a
quorum be present and if, either before or after the meeting,
each of the members of the Executive Committee signs a waiver
of notice, or a consent to holding such a meeting, or an approval
of the minutes thereof. All such waiver, consents or approvals
shall be filed with the SECTION record or made a part of the
minutes of the meeting.
Paragraph 5 – Quorum
(a) A majority of members of the Executive Committee shall
constitute a quorum.
Paragraph 6 – Voting
(a) The action of a majority of the Executive Committee present
at any meeting at which there is a quorum, when duly assembled
in open session shall be regarded as a valid act of the Executive
Committee, except where otherwise specified in these By-Laws.
(b) Each member of the Executive Committee shall have one
vote.
(c) Actions taken at a meeting of the Executive Committee
become effective immediately unless otherwise specified.
ARTICLE VI – POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
Paragraph 1 – General Limitations
(a) The Executive Committee shall be subject to the limitations
of the Articles of Incorporation, the Corporate By-Laws, these
SECTION By-Laws, and the laws of the State of California.
Paragraph 2 – General Authority
(a) The business and affairs of the SECTION shall be controlled
by the Executive Committee.
(b) The Executive Committee shall have the authority, when
delegated to the SECTION by the Board of Directors, to make
and enforce rules and regulations upon all members, and to
arbitrate any internal controversy, difference, or problem
that may arise within the SECTION.
(c) The Executive Committee may, upon approval by the Board
of Directors, cooperate with, contract with, or engage in
joint action with other persons or organizations to achieve
the Corporation’s objectives.
Paragraph 3 – Financial Authority
(a) The Executive Committee shall have full supervision and
control of the funds of the SECTION.
(b) Funds or assets may be expended only for carrying out
the objectives of the Corporation and SECTION.
(c) No member of the Executive Committee or any other committee
shall receive any compensation except for expenses incurred
on Corporation or SECION business.
(d) All checks, drafts, or other orders for payment of money,
notes, or other evidences of indebtedness, issued in the name
of, or payable to the SECTION shall be signed or endorsed
by at least two persons who, from time to time, shall be determined
by resolution of the Executive Committee.
ARTICLE VII – POWERS AND DUTIES OF OFFICERS
Paragraph 1 – President
(a) The President is the chief executive of the SECTION and
the chairperson of the Executive Committee. The President
shall, upon the authorization of the Executive Committee,
exercise direct supervision, direction, and control of the
business and affairs of the SECTION.
(b) The President shall appoint chairmen of, and have general
supervision, direction, and control of all SECTION committees
except the Nominating Committee.
Paragraph 2 – President-Elect
(a) The President-Elect shall act, as assistant to the President
and in the absence of the President shall perform the duties
of the President.
(b) The President-Elect shall perform such other duties as
may be prescribed by the President or the Executive committee.
(c) On completion of his/her term of office, the President-Elect
shall serve one term as President.
Paragraph 3 – Vice President, Rank and File
(a) The Vice President, Rank and File, shall serve as the
SECTION’s member on the Corporation Collective Bargaining
Committee; provide SECTION views, needs and input to the Corporation
Negotiating Team; and serve as SECTION representative for
rank and file members’ grievances, claims, appeals, etc.
Paragraph 4 – Vice President, At-Large
(a) The Vice President, At-Large, shall serve as the SECTION
representative for rank and file At-LArge members’ grievances,
claims, appeals, etc.
Paragraph 5 – Vice President, Supervisory and Management
(a) The Vice President, Supervisory and Management shall
serve as SECTION’s member on the Corporation Meet and Confer
Committee; provide SECTION views, needs, and input to the
Corporation meet and Confer Team; and serve as SECTION representative
for supervisory and management members’ grievances claims,
appeals, etc.
Paragraph 6 – Secretary
(a) The Secretary shall keep, or cause o be kept, a book
of minutes of all meetings of the Executive Committee and
of the SECTION. For the annual meeting of the members of the
Corporation, if held by SECTIONS, these minutes shall include
the time and place of holding, the notice given, the number
of members present, and all proceedings thereof, a copy of
which shall be delivered to the Secretary of the Corporation.
(b) The Secretary shall keep, or cause to be kept, a register
showing the names of the members and their addresses. A copy
of register and any changes therein shall be delivered to
the Secretary of the Corporation as provided in the Corporate
By-Laws.
(c) The Secretary shall maintain, or cause to be maintained,
the current official copies of the Articles of Incorporation,
the SECTION charter, the Corporate By-Laws, and these SECTION
By-Laws. These documents shall be available for inspection
by any member.
(d) The Secretary shall send, or cause to be sent, a copy
of minutes of the SECTION meetings to each SECTION member,
within a time period specified by the Executive Committee.
(e) The Secretary shall perform such other duties as may
be prescribed by the Executive Committee or these by-Laws.
Paragraph 7 – Treasurer
(a) The Treasurer shall collect and forward to the Treasurer
of the Corporation all Corporate dues and assessments from
SECTION members in the manner provided in the Corporate By-Laws,
except dues collected by payroll deduction.
(b) The Treasurer shall collect and keep the special funds
of the SECTION in the manner prescribed by the Executive Committee.
(c) The Treasurer shall disburse the specific funds of this
SECTION only on the approval of, and in the manner prescribed
by the Executive Committee.
(d) The Treasurer shall keep, or cause to be kept, and accurate
accounting of all the special funds of this SECTION in a manner
prescribed by the Board of Directors.
(e) The Treasurer shall prepare, or cause to be prepared,
all financial reports required by the Corporate or SECTION
By-Laws, the Board of Directors, or the Executive Committee.
The outgoing Treasurer shall give a complete finance report
at the annual meeting showing the sources of income and classes
of expenditures with the amounts thereof for the preceding
year.
Paragraph 8 – Director
(a) The Director shall, as his/her primary duty, serve on
the Board of Directors of the Corporation. He/she shall work
toward achieving the objectives of the Corporation for the
benefit of all the members of the Corporation without special
regard for any subdivision of the membership.
(b) The Director shall inform the Board of Directors on all
matters of interest to this SECTION when so instructed by
the Executive Committee.
(c) The Director shall promptly inform the SECTION in writing
of all actions of the Board of Directors. He/she shall also
inform the President in a separate written report of all matters,
which require action by the SECTION.
Paragraph 9 – General Requirements
(a) On completion of their terms of office, the officers
shall turn over all books, documents, records, funds and other
property of the Corporation to their successors.
ARTICLE VIII – OFFICERS – ELECTION AND TERM OF OFFICE
Paragraph 1 – Election
(a) The SECTION Officers and Local Delegates shall be elected
annually from the SECION membership; provided, however, that
the Vice President, Supervisory and Management shall be elected
only by those members designated as Supervisory or Management
and that the Vice President, Rank and File shall be elected
only by those members designated as Rank and File.
Paragraph 2 – Term of Office
(a) The Officers shall be elected at the annual election
for a term of one year beginning at the annual meeting of
members following such election, except as provided in the
following special cases.
(b) When a Director or President-Elect is elected to fill
a vacancy, his/her term of
Office shall begin immediately after such election
(c) When any officer is appointed to fill a vacancy, his/her
term of shall begin with his/her acceptance of such appointment.
(d) All terms of office shall terminate at the annual meeting
of members following the next annual election.
Paragraph 3 – Qualifications
(a) All candidates shall be members of this SECTION.
(b) No one may be a candidate for more than one office at
any election.
(c) The current President-Elect shall not be a candidate
for any office.
(d) The Vice President, Collective Bargaining, shall be designated
as Rank and File in his/her position of employment in California
State Government.
(e) The Vice President, Supervisory and Management, shall
be designated as Supervisory in his/her position of employment
in California State Government.
(f) A candidate shall have had held a position of a Section
officer as described herein for at least one full term to
be eligible to run for the office of President-Elect.
(g) A candidate shall have had held a position of a Section
President as described herein for at least one full term to
be eligible to run for the office of Section Director.
Paragraph 4 – Nominations
(a) The Nominating Committee shall provide at least one candidate
for each office.
(b) The Nominating Committee shall secure the consent of
and judge the qualifications of all candidates.
(c) The names of the candidates selected by the Nominating
Committee shall be delivered to all SECTION members at least
twenty days prior to the close of balloting.
(d) Any other SECTION member seeking candidacy for office
shall submit to the Nominating Committee a nominating petition,
signed by himself / herself and at least ten other members,
no later than fifteen days prior to the close of balloting.
If qualified under the provisions of this Article, the name
of the member so nominated shall be added to the ballot.
Paragraph 5 – Election Procedures
(a) The Election Committee shall distribute ballots containing
the names of all
qualified candidates, to each SECTION member, no later than
ten days prior to the close of balloting.
(b) The close of the balloting for the annual election of
officers shall be within thirty days of the close of CORPORAITON
election balloting. For a special election to fill a vacancy,
the close of balloting shall be no later than thirty days
after such vacancy occurs.
(c) The election shall be conducted by the U.S. Mail or personal
delivery.
(d) The Election Committee shall count the ballots in open
session and the candidate receiving the greatest number of
votes shall be elected to the office without regard to quorum
and majority vote provisions of Article III.
(e) In the event of a tie vote for any office, the incumbent
Executive Committee shall select the officers from those tied.
(f) The SECTION members and the Secretary of the Corporation
shall be
promptly informed of the officers elected.
Paragraph 6 – Removal of Officers
(a) Members may remove any SECTION officer from office substantially
as provided by the California General Corporation Law for
removal of Directors.
Paragraph 7 – Vacancies
(a) A vacancy shall exist in the event of the death, resignation,
loss of membership, or removal of any officer. A vacancy in
the office of President-Elect will also be created by the
President-Elect’s succession to the office of President. A
vacancy shall exist of the offices of Vice President, Rank
and File, or Vice President, Supervisory and Management upon
a change of designation of the incumbent as provided in Article
VIII, Paragraph 3 (d) or (e).
(b) If a vacancy occurs in the office of President, the President-Elect
shall immediately assume the office of the President for the
unexpired term
(c) A vacancy in the office of President-Elect shall be filled
by special election as provided in this Article.
(d) A vacancy in the office of Vice President, Rank and File;
Vice President, At-Large; Vice President, Supervisory and
Management; Secretary, Treasurer or Director shall be filled
by the Executive Committee from the membership of this SECTION.
ARTICLE IX – AMENDMENTS
(a) Amendments to these By-Laws shall be originated and voted
upon as provided in ARTICLE III – MEETINGS OF MEMBERS of these
By-Laws.
ARTICLE X – PARLIAMENTARY LAW
(a) In all questions involving parliamentary procedure, including
election procedures, not covered by the Corporate By-Laws,
these By-Laws, or established by the Board of Directors, or
the Executive Committee, the most recent edition of Robert’s
Rules of Order shall be the governing authority.
ARTICLE XI – VALIDITY AND DEFINITIONS
Paragraph 1 – Validity
(a) If any provisions of these By-Laws are held invalid,
the remainder of these By-Laws shall not be affected thereby.
Paragraph 2 – Construction of By-Laws: Definitions
(a) Unless the context otherwise requires, the general provisions,
rules of construction, and definitions contained in the California
General Corporation Law shall govern the construction of these
By-Laws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the
singular number includes the plural, and the plural number
includes the singular, the term “person” includes a corporation
as well as a natural person.
Paragraph 3 – Conformity to Corporation Documents
(a) In the event that any provisions of either the Corporate
By-Laws or Articles of Incorporation, or any amendment thereto,
conflict with these SECTION By-Laws, these SECTION By-Laws
shall be automatically conformed to the Corporate Documents.
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