Bylaws

ENGINEERS WITHOUT BORDERS Western Massachusetts Professional Chapter

CHAPTER BYLAWS, December 2005

Article I Name, Location, and Objectives

Article II Membership

Article III Dues

Article IV Executive Board

Article V Election of Executive Board Members

Article VI Chapter Meetings

Article VII Financial Management

Article VIII Amendments to Bylaws

Article IX Projects

Article X Miscellaneous Provisions

ARTICLE I - Name, Location and Objectives

Section 1: Engineers Without Borders – Western Massachusetts Professionals (EWB-USA-WM) is a professional chapter of Engineers Without Borders – USA (EWB-USA)

located in the Western Massachusetts area.

Section 2: The objective of the Chapter is to promote and further the objectives of EWB-USA, involve and educate the local community about issues related to EWB-USA, and to facilitate student chapter development and cooperation within the Western Massachusetts area. The Chapter intends to mentor and support engineering students and student chapters involved in EWB-USA approved projects in a manner consistent with the objectives of EWB-USA and EWB-USA-WM. The Chapter may also pursue its own projects in accord and in collaboration with EWB-USA.

ARTICLE II - Membership

Section 1: The membership of the Chapter shall consist of interested individuals and professionals who are members in good standing of EWB-USA and who reside within the geographic area that the Chapter serves and other individuals as approved by the Executive Board. Such individuals will be deemed Members of the Chapter upon subscribing to these Bylaws and by payment of applicable dues of EWB-USA and current year chapter dues, as provided herein.

ARTICLE III – Dues

Section 1: For national membership, dues will be paid to and as required by EWB-USA.

Section 2: The Chapter may assign annual local dues as deemed necessary by the Executive Board. Changes in local dues must be ratified by a majority vote of the Executive Board.

At the present time, there are no Chapter membership dues required for EWB-USA-WM membership other than those provided through EWB-USA.

ARTICLE IV – Executive Board

Section 1: The Executive Board shall manage the affairs of the Chapter in accordance with these Bylaws . The Executive Board has the principal responsibilities of developing policy, authorizing financial expenditures, scheduling meetings, and directing the business of the Chapter.

Section 2: The Executive Board, in which the governance of the Chapter shall be vested, shall consist of at least the following positions, as selected pursuant to Article V of these Bylaws:

1. The President

2. The Vice President

3. The Secretary

4. The Treasurer

Section 3: The duties of the regularly elected officers shall be as defined in these Bylaws and as otherwise directed by the Executive Board.

(a) The duties of the President shall be to conduct the operation and business of the Chapter with the elected officers and coordinate with EWB-USA, including the preparation of an annual report to EWB-USA. The President shall see that the orders and resolutions of the Chapter are carried into effect. The President will be responsible for guiding the direction of the organization, running of meetings, and any other duties assigned by the Executive Board.

(b) The duties of the Vice-President shall be to perform the duties assigned by the President and to provide assistance in the operation and business of the Chapter. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.

(c) The duties of the Secretary shall include the preparation of official minutes of meetings of the Executive Board, assisting of administrative management during meetings of the Chapter, and the maintenance of an active list of EWB-USA-WM members. The Secretary must be copied on official chapter communications and will be responsible for filing official chapter communications.

(d) The duties of the Treasurer shall be to receive, record, and account for income and to pay out, record and account for approved expenses of the Chapter. The Treasurer shall prepare the financial section of the Annual Report of the Chapter for use by the President and shall be responsible for maintaining the accounts of the Chapter in a manner consistent with accepted accounting practice.

Section 4: Other committees, positions and officers can be created and/or disbanded by the Executive Board as deemed necessary if approved by a vote of the Executive Board. These officers can be included as Ex Officio members of the Executive Board if approved by a majority vote of the Executive Board. These positions may include, among others:

1) The Fundraising Chair

2) The Membership Coordinator

3) The Outreach Coordinator

4) The Project Coordinator

5) The Programs Coordinator

6) Nominating Committee Chair

ARTICLE V - Election of Executive Board Members

Section 1: A Nominating Committee which will be established from time to time under Article IV, Section 4 of these Bylaws, shall nominate one candidate for each authorized Officer position of the Executive Board. Nominations shall be made, and presented to the general membership, at least ten days prior to scheduled elections of the Chapter. Additional nominations may be made by written petition of the members of the Chapter, signed by at least ten members in good standing and delivered to the Secretary of the Chapter at least ten days prior to the scheduled elections of the Chapter.

Section 2: Elections shall be held by voice vote at the annual meeting of the membership for that year. The names of any candidates that are nominated through the written petition procedures of this article shall be included on the vote.

Section 3: Any Officer may resign by delivering written resignation to any officer of the Chapter. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 4: Elected Officers of the Chapter may be removed from office by a vote of a majority of the membership in a special election held for this purpose. Any Active Member of the Chapter who wishes to initiate such an action must present a written Petition of Recall, signed by at least twenty (20%) percent of the Members of the Chapter.

Upon receipt of a valid Petition of Recall, the Executive Board shall schedule a special election for the specific purpose of a recall vote and notify the membership of this election. The election shall be scheduled within sixty days of the receipt of the Petition of Recall.

Section 5: The Executive Board may remove any officer by a vote of a majority of the entire number of Executive Board Members then in office; provided, that an officer may be removed for cause only after reasonable notice and opportunity to be heard before the Executive Board prior to action thereon.

ARTICLE VI – Chapter Meetings

Section 1: Annual Membership Meeting: The date, place, and time of the annual meeting of the membership shall be fixed by the Executive Board and the membership shall be notified at least thirty days in advance of such date. In the event that no date for the annual meeting is established or if no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting. The purpose of such annual meeting shall be to present the membership with an update of the financial and other condition of the Chapter, to install newly elected or appointed Officers, to vote on outstanding issues before the membership as warranted by the Executive Board in accordance with these Bylaws, and to entertain discussion among the members of suggestions and recommendations for the future of the organization.

Section 2: Voting and Conduct of Meetings: A simple majority of those members present and voting is necessary for the adoption for all motions not otherwise noted. Meetings shall be conducted in general conformance with Roberts Rules of Order. Parliamentary discretion shall be vested in the President or a specified designee.

Section 3: Executive Board – Regular Meetings: Regular meetings of the Executive Board may be held at such times and places as shall from time to time be fixed by resolution of the Executive Board. No additional notice need be given of regular meetings held at times and places so fixed.

Section 4: Executive Board - Special Meetings: Special meetings of the Executive Board may be called by any officer, and shall be held at the place designated in the notice or call thereof. Notices of any special meeting of the Executive Board shall be communicated to each Board Member by the Secretary (a) by mail, postage prepaid, and addressed to the address as registered on the books of the Chapter, or, if not so registered at the last known home or business address, or (b) by delivering such notice by hand, FAX or email or (c) by giving notice to such Board Member in person or by telephone. Such notice shall be given at least forty-eight hours in advance of the meeting.

Section 5: Telephone Conference Meetings: The Executive Board or the members of any committee may participate in a meeting of the Executive Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 6: Quorum: At any meeting of the Executive Board a majority of the board members then in office shall constitute a quorum for the transaction of business.

Section 7: Action at Meeting: At any meeting of the Executive Board at which a quorum is present, the action of the Executive Board on any matter brought before the meeting shall be decided by vote of a majority of those present, unless a different vote is required by law, By EWB-USA Policy or by these Bylaws.

Section 8: Action by Written Consent: Any action by the Executive Board may be taken without a meeting if a written consent thereto is signed by all Executive Board Members and filed with the Chapter Secretary. Such consent shall be treated as a vote of the Executive Board for all purposes.

ARTICLE VII – Financial Management

Section 1. The Treasurer may approve expenses on behalf of the Chapter provided that it does not involve an expenditure of over $100. Expenditures between $100 and $1,000 can be approved by electronic ballot and must be approved by a majority of the Executive Board returning ballots one week after approval is requested. Expenditures over $1,000 must be ratified at the next meeting of the Executive Board and must be approved by a majority of the Board members.

Section 2: Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the Chapter may be signed by the Treasurer in the course of carrying out the duties of that office. Otherwise, such instruments may be signed by any officer only as directed by the Treasurer or the Executive Board. No Executive Board Member or other person shall sign any such instrument as aforesaid unless authorized by the Executive Board to do so.

ARTICLE VIII – Amendments to Bylaws

Section 1: Amendments to the Bylaws of the Chapter may be proposed by any Officer or by written petition signed by ten or more members of the Chapter. The President of the Chapter shall submit such proposals or petitions to the Executive Board for review and appropriate comment. The Executive Board shall review the proposals and petitions or may delegate review to a committee which will return comment to the Executive Board. Proposals and petitions approved by the Executive Board shall then be submitted to a vote of the general membership at the next annual meeting. If a majority of the voting members are in favor of such amendments, the Bylaws of the Chapter shall be so amended.

Section 2: The Executive Board is authorized to enact, on an emergency basis, such Bylaws and amendments as may be necessary for the performance of its functions and duties. Bylaws so enacted by the Executive Board must be approved, either as enacted, or in modified form, by a vote of the general membership at its next election. Failure to act on such emergency Bylaws at the next election shall render them null and void.

ARTICLE IX – Projects

Section 1: Definition: A “project” is any project that is accepted by EWB-USA and is adopted by the EWB-USA-WM chapter by a majority vote of the Executive Board.

Section 2: The Executive Board will approve a “project team” for each project that the Chapter adopts. The project team will be responsible for the administration of its project, including its structure and schedule.

Section 3: Project teams requesting funding from the Chapter must submit a written proposal with a budget estimate to the Executive Board. A submitted proposal will be discussed at the next meeting of the Executive Board following submittal of the proposal, if submitted at least two weeks prior to the date of that meeting. Decisions on funding allocations must be supported by a majority vote of the Executive Board.

Section 4: Members of the Chapter are free to participate in the projects of other EWB chapters. Members are also free to participate in the projects of other organizations, although they cannot associate the EWB-USA-WM name with said project.

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, or in the promotion of any religious belief or social values in contradiction to the mission and objective of EWB-USA-WM and EWB-USA.

Section 2: Books, accounts, documents and records of the Chapter shall be open to inspection by any Executive Board Member at all reasonable times. The Bylaws and records of all meetings of the Chapter and Executive Board, and records which shall contain the names of all Executive Board Members and their record addresses, shall be kept by the Chapter Secretary.

Section 3: Should dissolution of the Chapter occur, the assets remaining after the payment of the debts of the Chapter shall be conveyed, in equal parts, to the student chapters in the area served by the EWB-USA-WM chapter.

Section 4: Should any section of this Constitution found to be illegal, the remaining sections shall remain intact and in force.