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BYLAWS

Article I: Name, Location, Purpose, Affiliation

Section 1 - Name

The name of this organization shall be the American Council of Engineering Companies of Arizona, hereinafter referred to as ACEC AZ.

Section 2 - Location

The headquarters of ACEC AZ shall be located in the State of Arizona at such location as shall be directed by the Board of Directors, hereinafter referred to as the Board.

Section 3 - Purpose

ACEC AZ is a state council representing independent consulting engineering and land surveying firms located in Arizona. The purpose of the Council shall be exclusively those of a business league within the meaning of section 501(c)(6) of the Internal Revenue Code of 1954, as it may be amended from time to time. ACEC AZ shall provide a single, united voice representing the state's independent consulting engineers and land surveyors in addressing governmental and private agencies, in cooperating with other business and professional organizations, in promoting the ethics and public image of the engineering and surveying profession, in protecting the public health and safety, and in advancing the private practice of engineering and surveying. ACEC AZ shall devote time, personnel, money, and other resources principally to those matters of or within the State of Arizona. Recognizing that no state or state organization can exist entirely oblivious to adjacent or national activities, actions or proposals, ACEC AZ shall maintain reasonable communications with all such national engineering and surveying organizations as the Board deems appropriate. When requested by any of these national engineering or surveying organizations for actions, opinions or other response, ACEC AZ shall respond on a case-by-case basis.

Section 4 - Affiliation

Upon acceptance of membership in the American Council of Engineering Companies (ACEC), ACEC AZ shall serve as the Arizona Member Organization of ACEC.

Article II: Membership

Section 1 - Member Firms

A member firm shall be limited to those individual firms, parent firms, branch offices or subsidiaries whose resident principals (proprietors, partners, or officers) furnish independent consulting engineering and/or land surveying services, and shall

maintain and have established an office(s) in the State of Arizona for the practice of consulting engineering and/or land surveying;

have a principal(s) registered professionally in accordance with the laws of the State of Arizona, who shall act for the firm on professional policies and activities;

have high professional repute and ethical standards;

practice under an organizational arrangement that does not involve a conflict of interest or that does not subordinate independent professional judgment to other considerations.

For firms to join or continue membership in ACEC AZ or ACEC after July 1, 1984, membership in both ACEC AZ and ACEC is required, except that ACEC AZ member firms that were not ACEC member firms as of June 30, 1984, may, at the member's discretion, continue ACEC AZ membership without joining ACEC.

Only member firms shall have the right to vote. Each member firm shall be entitled to one vote per index number as established under the provisions of Article III, Section 2A. Each member firm shall designate a member as its voting representative. A member firm may elect to split its vote.

Section 2 - Honorary Member

An "Honorary Member" shall:

Have been engaged as a registered professional engineer or land surveyor with principal occupation as a consulting engineer or land surveyor for a minimum of ten years.

Be at least fifty years of age.

Have a record of outstanding engineering or land surveying accomplishments and ethical practice.

Not be employed full-time nor have others in his/her employ.

Agree to support the purpose of ACEC AZ.

Reside in the State of Arizona.

Be proposed to the Board by a principal of a member firm who shall furnish a brief biographical sketch and statement of qualifications.

Be approved unanimously by the Board and ratified by an affirmative vote of a majority of member firms responding to a mailed ballot.

Section 3 - Application for Membership

Application shall be submitted to the Secretary on a form provided by the Council. All applications shall be presented to the Board. The Board shall take the final action on all applications. The President shall notify the applicant of the results of action. If the action is favorable, the applicant will become a Member effective immediately upon payment of dues.

Section 4 - Changes In Membership Status

Any Member ceasing to fulfill the necessary requirements for membership shall be terminated upon Board action. A Member Firm may be expelled from membership on the grounds that their conduct or policy is detrimental to the purposes or interests of ACEC AZ and/or ACEC or is of such nature as to bring ACEC AZ and/or ACEC into disrepute.

Section 5 - Sustaining Membership

The purpose of a Sustaining Membership is to promote enhanced communication, cooperation and coordination between engineering and land surveying firm members of ACEC AZ and firms or organizations providing services and/or products commonly used by consulting engineers or land surveyors through the implementation of a Sustaining Member category of membership. Sustaining Membership grants membership into the American Council of Engineering Companies of Arizona only (not the American Council of Engineering Companies).

Any organization which provides services and products commonly used by consulting engineers or land surveyors shall be eligible for Sustaining Membership. Sustaining Membership shall be limited to organizations that are not eligible for regular membership. In no event shall the total number of Sustaining Memberships exceed 25% of total ACEC AZ firm membership.

An organization desirous of having Sustaining Membership within ACEC AZ shall submit to ACEC AZ a completed application form. The designated staff of ACEC AZ shall review the application and make its recommendation on said application to the ACEC AZ Board of Directors. The staff may interview other ACEC AZ members who are familiar with the applicant to help assure that the character and business practices of the applicant are consistent with the nature and disposition of ACEC AZ. If the Board of Directors concurs in the recommendation of the staff, an invitation of Sustaining Membership in ACEC AZ shall be issued to the applicant within 2 weeks.

If for any reason the Board of Directors decides not to accept an organization seeking Sustaining Membership, the applicant shall be so informed.

Sustaining Membership shall continue only through the last day of the fiscal year during which Sustaining Membership was conferred. With guidance from the designated staff, invitations to renew Sustaining Membership shall be issued at the sole discretion of the Board of Directors.

Sustaining Membership shall be permitted up to two representatives and shall notify the ACEC AZ promptly when there is a change in representation.

Sustaining Member representatives may serve on any ACEC AZ committee, as appointed by the President, and may attend and participate in ACEC AZ membership activities. In all such activities, however, the Sustaining Member representative shall serve without a vote, in an advisory capacity only. Sustaining Members shall not be eligible to serve as committee chairmen or officers of ACEC AZ. Sustaining Members shall not be eligible to participate in ACEC's group life/health insurance or the Eads pension plan.

The dues for Sustaining Membership shall be determined each year for the next succeeding year by the Board of Directors. Moneys derived from Sustaining Memberships shall be used primarily for the purpose of promoting ACEC AZ member participation at the national level.

Sustaining Members may not use Sustaining Membership status in ACEC AZ for any commercial purpose, except they may list Sustaining Membership in proposals (and similar documents of short term duration) to members of ACEC AZ. Use of symbols and/or words indicating Sustaining Membership on or in materials such as brochures, letterheads and business cards is expressly forbidden.

Article III: Budget, Dues and Assessments

Section 1 - Budget

A budget committee composed of the Treasurer, who shall act as Chairman, and two members appointed by the President and approved by the Board shall prepare a proposed budget for the next fiscal year and submit it to the Board no later than two months prior to the beginning of the next fiscal year.

The Board shall approve the budget for next fiscal year prior to the beginning of the next fiscal year.

Section 2 - Dues and Assessments

The total ACEC AZ budgeted annual dues and any special assessments approved by a majority of the Board shall be apportioned among member firms on a basis of a schedule of index numbers approved by the Board.

ACEC dues of ACEC AZ member firms shall be added to their ACEC AZ dues, except in cases where a branch office or subsidiary is a member of ACEC AZ and the parent firm pays dues directly to ACEC for branch offices and subsidiaries.

Honorary Members shall not be subject to dues or assessments.

Dues are due the beginning of the fiscal year or upon joining, but may be paid in quarterly installments. One-half annual dues shall be assessed against those joining during the second half of the fiscal year. Special assessments shall be payable as directed by the Board.

Dues are delinquent if not paid within ninety days after the quarterly installment is due. Assessments are delinquent 90 days after the due date set by the Board. Delinquent member firms shall be denied the right to vote or to have their members hold office until all financial obligations are met. The Board may expel a member firm for delinquency in dues or other financial obligations to the Council.

Article IV: Membership Meetings

Section 1 - Membership Meetings

Membership meetings may be called by the President, by a majority of the Board, or by petition of ten member firms. The time, place and purpose of such meetings shall be stated by the entity calling the meeting, and a notice shall be sent to the membership no later than two weeks prior to the meeting.

Section 2 - Quorum

Representation by twenty percent of the member firms will constitute a quorum at any membership meeting.

Article V: Board of Directors and Officers

Section 1 - Authority

The business affairs and administration of the ACEC AZ shall be directed by the Board which shall meet not less than six times each year. All Board meetings are open to all members. The Board shall direct general policy, approve appointment of committees and direct their activities, approve appointment of representatives as may be required, make final decisions and be spokesman for the ACEC AZ.

Section 2 - Composition

The Board shall consist of a President, a President-Elect, a Vice President, a Secretary, a Treasurer, the Immediate Past President, and five Directors. All officers and directors shall be members. Any six Board Members present at a Board meeting shall constitute a quorum. If a quorum is not present, the President may seat members as acting directors to constitute a quorum. Proxies must be in writing. No more than one person from any firm shall serve on the Board simultaneously

Section 3 - Officers

The President shall preside over all membership and Board meetings and appoint all committees with approval of the Board.

The President-Elect shall perform such duties as are assigned by the President or the Board and in the absence of the President preside over membership and Board meetings.

The Vice President shall perform such duties as assigned by the President or the Board.

The Secretary shall keep a complete record of all proceedings of all membership and Board meetings, maintain the membership roster, have custody of all permanent records and perform all other duties usually pertaining to the office of Secretary, utilizing the services of the staff.

The Treasurer shall collect dues and other moneys due, direct payment of bills as authorized by the Board and perform other duties usually assigned to a Treasurer, utilizing the services of the staff.

The Immediate Past President shall serve as parliamentarian, serve as the immediate assistant to the President and perform such other duties as the President or Board may assign.

The five Directors shall perform such duties as may be assigned by the President or Board and serve as liaison members to committees.

Section 4 - Terms of Office

All officers, except the President and Immediate Past President, shall be elected annually as hereinafter set forth for one-year terms. At the end of their one-year term, the President-Elect shall automatically succeed to the office of President and the President shall automatically become the Immediate Past President. Each officer shall hold office until each successor has been duly elected and take office. The Board shall appoint a member to fill any vacancy occurring in the Board during the fiscal year.

Recognizing board meetings are held on regular scheduled monthly intervals; that Council business is conducted regarding the future well-being and destiny of its membership; and that in order for business to be conducted, a full quorum should be represented, Director attendance is of the utmost importance.

The Attendance of Board of Director meetings will be noted and recorded by the Secretary.

Unexcused absences will be noted. In the event an individual Board Member has been absent three meetings in a board year, such member shall be subject to replacement by a majority vote of the Board members at a subsequent meeting of the Board.

Article VI: ACEC Director and Alternate Director

The President with Board approval shall appoint an ACEC Director and Alternate Director. These appointments shall be made from Board members whose firms are ACEC members. If these appointments cannot be filled from the Board, members from ACEC member firms shall be appointed and the ACEC Director so appointed shall be an ex-officio non-voting member of the Board. The expense of registration, travel, food and lodging shall be reimbursable for attendance by the Director or Alternate Director at no more than two ACEC meetings annually.

Article VII: Nomination and Election of Officers

Section 1 - Nominating Committee

There shall be a Nominating Committee composed of the Immediate Past President, who shall serve as Chairman.

Section 2 - Nominations

At least 60 days prior to the end of the fiscal year the Nominating Committee shall meet and nominate a President-Elect, a Vice President, a Secretary, a Treasurer, and five Directors. The Nominating Committee shall submit report of nominees to the Secretary who shall review for compliance with the Bylaws and immediately publish it to the membership.

Section 3 - Additional Nominations

Within fifteen days of publication of the Nominating Committee report, additional nominees may be made by petition signed by the designated voting representatives of five member firms, acknowledged by the nominee, and presented to the Secretary for review for compliance with these Bylaws.

Section 4 - Election

Except for President and Past President, all Officers and Directors shall be elected by plurality vote on individual ballots furnished to designated voting representatives of member firms at least 15 days prior to the end of the fiscal year. A Tellers Committee appointed by the President shall tabulate the ballots and report the results to the President for announcement. Any tie vote shall be resolved by the outgoing Board.

Article VIII: Committees

Section 1 - Committees

Committees may be established for a stated purpose by the President or the Board. The Board shall annually review all committees to determine the necessity for their continuation.

Section 2 – Chairman and Committee Members

The President shall appoint a chairman of each committee who shall direct the affairs of the committee. Each member, honorary member, and sustaining member may elect to be a member of one or more committees.

Section 3 – Authority

Each committee may act and speak for the committee on matters affecting the members of the committee and such actions shall be reported to the board. Actions affecting the Council general membership shall be referred to the Board for action.

Article IX: Rule of Order

The most recent edition of Roberts Rules of Order shall govern procedure at all membership and Board meetings.

Article X: Fiscal Year

The fiscal year of the organization shall commence 1 July and end on the following 30 June.

Article XI: Staff

The Board may employ and determine the salaries of an Executive Director and other staff. The Executive Director shall have such duties as determined by the Board.

Article XII: Amendments

Any proposed amendment to these Bylaws shall be submitted to the Board by notice in writing at least two weeks prior to a Board meeting. If approved by six members of the Board, or if the notice was by petition by the voting representatives of 20 member firms, the proposed amendment shall be submitted immediately to the voting representative of member firms to be returned within 30 days indicating approval or disapproval. The amendment shall become effective immediately if approved by a majority of those responding.

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