Bylaws of the CSINext Virtual Chapter of
The Construction Specifications Institute, Inc.

September 2014

ARTICLE I - NAME

Section 1.
A. The name of this organization is the CSINext 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.”

ARTICLE II - GOVERNING AUTHORITY

A. The Chapter is governed and operated in accordance with the laws of the State of Texas 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 III - PURPOSE AND POLICY

Section 1.
A. The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of the Institute.

Section 2.
A. The name, funds, or influence of the Chapter may be used only in support of this purpose.

ARTICLE IV - BOARD

Section 1.
A. The management and direction of the Chapter shall be delegated exclusively to its board.

Section 2.
A. The board shall consist of the following positions: president, president-elect, secretary, treasurer, and 2 directors. Emerging Professional members may serve in any of the elected positions.
B. If the Chapter includes a student affiliate, a student affiliate representative shall be a non-voting member of the board.

Section 3.
A. All members of the board, except the student affiliate representative if any, are eligible to vote on Chapter business.

Section 4.
A. The board shall consider requests for change to retired or emeritus status, and submit certified requests to the Institute.

Section 5.
A. The board shall select all standing and special committees, designate duties, and may authorize compensation for justifiable expenses.

Section 6.
A. The board shall schedule monthly business meetings. Special meetings shall only be held upon the call of the president or a majority of the board upon seven days written notice. Board meetings may be held via Remote Communication.
C. Action Without a Meeting
Any action that may be taken at a meeting of the Board may be taken by written action signed, or consented to by Authenticated Electronic Communication, by the number of Board members that would be required to take the same action at a meeting of the Board at which all members were present, provided that when the action is taken by less than all Board members, all Board members must be notified immediately of its text and effective date. The written action shall be effective when signed or consented to by the required number of Board members, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A Board member who does not sign or consent to the written action is not liable for the action.
D. Definitions
For purposes of these bylaws
1. “Remote Communication” means communication via conference telephone, video conference, or other means by which persons who are not physically present in the same location may communicate with each other verbally.
2. “Electronic Communication” means any form of communication, not directly involving the physical transmission of paper, which creates a record that may be retained, retrieved, and reviewed by a recipient of the communication, and reproduced in paper form by the recipient through an automated process.
3. “Authenticated” means that the Electronic Communication is delivered to an officer of the Chapter, and that the communication sets forth information from which the recipient can reasonably conclude that the communication was sent by the purported sender.

Section 7.
A. A majority of the board shall constitute a quorum.

Section 8.
A. Should a vacancy occur in any office of the Chapter, the board shall by two-thirds 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.

Section 9.
A. If the Chapter has a student affiliate, the board shall appoint a committee to support the student affiliate.

ARTICLE V - OFFICERS

Section 1.
A. The president shall serve as chair of the board; preside at all Chapter meetings; select the chairs of temporary committees; be an ex officio member of all committees; and sign all agreements and formal instruments. The president shall serve for a term of one year or until a successor is elected.

Section 2.
A. The president-elect shall serve upon the absence of the president and perform other duties as assigned by the board. The president-elect shall serve for a term of one year or until a successor is elected.

Section 3.
A. The secretary shall see that notices are sent at least seven 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.
B. Notices may be sent by postal or electronic mail.
C. The secretary shall serve for a term of two years, expiring in odd numbered years, or until a successor is elected.

Section 4.
A. 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. The treasurer shall serve for a term of two years, expiring in even numbered years, or until a successor is elected.
B. At the close of the fiscal year, the treasurer shall determine if informational forms and tax returns are required, file required forms, and pay taxes due to the Internal Revenue Service and other authorities within the prescribed time limits.

ARTICLE VI - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Section 1.
A. Officers and directors shall be elected to those offices as established by Article IV by the members of the Chapter. The current president-elect shall assume without election the office of president

Section 2.
A. Each elected board member shall take office on July 1.

Section 3.
A. In the event that there is a vacancy in the president elect position, the current president may serve a second consecutive term. The president will not hold the same office for more than two consecutive terms.

Section 4.
A. The term of office for directors shall be staggered two-year terms with half of the directors being elected each year.

Section 5.
A. A nominating committee shall be appointed by the board not later than February 20.
B. The nominating committee shall endeavor to select candidates so the composition of the board reflects the diversity of chapter membership.
C. The nominating 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 at a Chapter meeting not later than the end of March. At this time, the members may present nominations from the floor. Election for contested offices shall be by ballot.

Section 6.
A. The nominating committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor. Each voting member of the Chapter shall be provided with a ballot at least two weeks prior to the ballot count. For purposes of chapter elections, voting members shall include Professional members 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.

Section 7.
A. The ballots shall be counted and certified no later than the end of April, by tellers appointed by the president, and the results shall be reported to the members.

Section 8.
A. Not later than April 30, the Chapter secretary shall notify the Institute office of the results of the election and shall submit to them a complete list of the Chapter officers for the coming year, with their contact information.

ARTICLE VII - MEMBERSHIP

Section 1.
A. The qualifications for membership shall conform to the requirements of the Institute Bylaws.

Section 2.
A. Membership in the Institute is a prerequisite to membership in the Chapter.

Section 3.
A. A Chapter member may be classified as an Honorary Member, Distinguished Member, or a Lifetime Member only by action of the Institute.

Section 4.
A. The provisions of the Institute Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern.

ARTICLE VIII - MEETINGS OF MEMBERS

Section 1.
A. 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 on the activities of the Chapter during the past term of office. The treasurer shall submit an annual report of the finances of the Chapter.

Section 2.
A. Regular meetings shall be held monthly, except when otherwise decreed by the board. Not less than 10 regular meetings shall be held in the fiscal year.

Section 3.
A. Special meetings may be called whenever the majority of the board deems it necessary, or upon written request by not less than one-tenth of the Chapter members. The business at special meetings shall be limited to that for which the meeting was called.

Section 4.
A. Minutes of regular and special meetings shall be distributed to the members.

Section 5.
A. These bylaws, together with the applicable provisions of the Institute Bylaws and Robert’s Rules of Order Newly Revised, shall govern the conduct of business of the Chapter.

ARTICLE IX - FISCAL ADMINISTRATION

Section 1.
A. The fiscal year shall be from July 1 to June 30.

Section 2.
A. The annual Chapter dues shall be set by the board. Any change in the dues structure shall be approved by a two-thirds majority of those board members present at a regularly scheduled meeting or by Authenticated Electronic Communication. Members Emeritus, Distinguished Members, Honorary Members, and Lifetime Members shall not be subject to dues.

Section 3.
A. Institute and Chapter dues shall be paid to the Institute with the Chapter dues being returned to the Chapter by the Institute.

ARTICLE X - AUDIT

A. The board shall appoint a committee to audit the books and transactions of the treasurer at the close of the fiscal year. This report shall be read at the next regular meeting of the members of the Chapter.

ARTICLE XI - AMENDMENTS

Section 1.
A. 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 or otherwise sent to each member two weeks prior to a regular meeting or special meeting.

Section 2.
A. Following publication, the amendments must be approved by a two-thirds affirmative vote of the voting members present at the regular or special meeting or by Authenticated Electronic Communication.

END of BYLAWS