Bylaws 200321

 

BYLAWS OF THE JACKSONVILLE POST

 

Article I

Seal, Insignia and Logo

 

  1. The seal, insignia and logo of the Post shall be the same as established by The Society of American Military Engineers (SAME) National Board of Directors and published on SAME web site.

 

  1. Customized logos may be used only for special events in addition to the seal, insignia and logo established by SAM

 

Article II Governance

 

  1. The name of the Post shall be the Jacksonville Post, Society of American Military Engineers, hereafter referred to as the “”

 

  1. The Post shall be governed by these Bylaws, consistent with the Constitution and Bylaws of SAME. In the event that these Bylaws are in conflict with SAME’s Constitution or Bylaws, those of SAME shall gove

 

  1. The Post fully supports the policy of equal opportunity and will not discriminate or knowingly participate in any activity that discriminates on the basis of race, color, religion, sexual orientation, or national orig Likewise, the Post will take no official action that is or appears to be detrimental or discriminatory to any class or group of persons.

 

  1. It is the policy of this Post to adhere to the highest standards of ethical conduct in all ac The Post fully supports and expects strict compliance by every member with all applicable laws and regulations in the conduct of business and professions. The Post recognizes that members who represent the government in matters affecting the economic interests of others hold special positions of public trust requiring them to observe the highest ethical standards. Accordingly, the Post supports the principle that strict impartiality must prevail in all business relationships involving the government.

 

Article III Membership

 

  1. SAME Membership will be attained through application for National SAME membership and payment of National dues to SAME Headquarte Transfer to this Post from another Post is accomplished through notification to SAME Headquarters. SAME Headquarters maintains the official Post roster of members.

 

  1. Individual Members and Life Members may select up to two Posts at no additional charge and may change Post membership at any time. Students do not pay National Dues but can select up to two Posts when joining

 

  1. Any member of the Post will be automatically dropped from the Post roster maintained by SAME Headquarters for failure to pay National dues to SAME Headquarters as prescribed by SAME By laws.

 

  1. Companies may become Sustaining Members at the Post by paying the appropriate dues to SAME Headquarte When a company joins and pays for National dues it includes one free post. Sustaining Member representatives become members of the Post by being nominated by their company and submitting a completed application to SAME Headquarters. The Company determines who shall be the representatives to the Post. Sustaining Member representatives have full voting rights in the Post.

 

  1. Sustaining members can become members of additional Posts by paying dues for those additional Posts or paying dues for additional representatives over the 5 representatives allotted for existing Posts. However, if a company has failed to renew its National membership, they will be dropped from the Post roste

 

  1. Public Agencies, Non-profit and Academic Institutions become members by paying the appropriate dues to SAME Headquarte Public Agencies, Non-profit and Academic representatives become members of the Post if they are listed on the completed application submitted to SAME HQ by their Agency, Company or Institution. All representatives have full voting rights in the Post.

 

Article IV Board of Directors

 

  1. The Board of Directors shall be comprised of 6 Post Officers (President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and President Elect), up to 25 Elected Directors, an Immediate Past President and up to 6 Appointed Directors, to provide an opportunity for all segments of the Post to be represented and to link the Post to National Committees, as appropria The term of office for an Elected Director shall be a 1, 2 or 3-year term with a staggered turnover to provide continuity in the governance of the Post. The Immediate Past President shall have a one-year term; the position will help continuity of Post leadership in a mentoring capacity. The term of office for Appointed Directors and President Elect shall be one year. The incoming President recommends individuals to be Appointed Directors, subject to the approval of the Board of Directors. Directors may be re-elected or re-appointed for additional terms.

 

  1. The Post shall hold elections annually such that the new and continuing Officers and Directors are installed in June

 

  1. Directors shall be assigned specific responsibilities to support the mission and goals of SAME by serving as a Post Committee Chair or champion of a special interest or element of SAME’s Strategic Posts should establish a Director for Young Members, and Fellows. Elected and Appointed Directors shall have a vote on matters of Post business in the same manner as the officers.

 

  1. The Board of Directors shall have power to fill vacancies of the Officers and Elected Director positions by appointment provided that Officers and Elected Directors so selected shall serve for the remainder of the term of the individual being replaced.

 

  1. The Board of Directors shall meet regularly for the transaction of busines The President on his/her own initiative may call special meetings of the Board of Directors. Conduct of business utilizing teleconferencing is permitted. (See also Voting, Article XI)

 

  1. The Board of Directors approves the establishment, disestablishment or continuance of Committees that may be recommended by the (See Committees, Article VI)

 

Article V Officers

 

  1. The Officers of the Post shall consist of President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and shall be elected by the Post membership for a one-year te Officers may be re-elected by the membership for additional terms. Officers are voting members of the Board of Directors.

 

  1. The President shall be responsible for general supervision of the affairs of the Post and shall preside at the meetings of the The President may recommend the establishment, disestablishment, restructuring or continuance of Post Committees to the Board of Directors for approval. The President shall appoint Committee Chairs and has general supervision over all Post Committees. In the absence of the President, or in the case where the President cannot complete his/her term, the duties shall devolve to the 1st Vice President, 2nd Vice President or as voted upon by the Board of Directors.

 

  1. The President shall preside at all meetings and shall sign all written contracts and obligations of the Post, with the concurrence of the Treasurer on financial obliga The President shall obtain a legal review of all major contracts for which the Post could incur significant liability and may request a review by SAME HQ.

 

 

  1. The Post President shall report to the Post membership at the annual Post meeting the status of affairs of the Post at a minimum addressing: a) the financial and membership status of the Post; b) a review of the Post's activities for the past year; and c) and the Post’s progress in achieving the goals and objectives of the SAME Strategic Pla (See Meetings and Activities, Article VIII)

 

  1. The Secretary shall have charge of the correspondence and records of the The Secretary shall: (a) give timely notices of all meetings to all members; (b) record the proceedings of all Board and membership meetings; and (c) maintain a record copy of the Streamer submissions. The President may appoint an Assistant Secretary to assist the Secretary with the duties of the office and to act as the Secretary during the Secretary's absence.

 

  1. The Treasurer shall be comptroller of the accounts of the Post under the direction of the Pre The Treasurer shall: (a) make collections and disbursements under the supervision of the President as directed by the Post; (b) provide a financial report to the Board at regularly scheduled meetings (c) prepare and submit the annual financial report to SAME HQ; and (d) file Federal, state, and local income tax returns with a copy to be sent to SAME Headquarters to ensure the retention of SAME’s tax exempt status. The President may appoint an Assistant Treasurer to assist the Treasurer with the duties of the office and to act as the Treasurer during the Treasurer’s absence.

 

Article VI

Committees, Task Forces and Special Advisors

 

  1. The Post may establish Post Operations and Post Mission Committees. (See Society Bylaws, Article IX)

 

  1. Operations committees are those that support the President and Board of Directors in administration of the Standing operations committees include: a) Finance; b) Endowment; c) Communications; f) Sustaining Member; g) Fellows; h) Audit; i) Nominating.   

 

  1. Mission Committees are those that support SAME’s Strategic Plan and assist the Post in accomplishing its goals and objective Standing Mission Committees include: a) Membership; b) Young Members c) Relationships and Recognition; d) Education and Training (including Programs) e) Leadership and Mentoring and f) Emergency Preparedness & Resiliency.

 

  1. Task Forces or temporary Committees may be established to achieve goals and implement objectives set forth in SAME’s Strategic Plan at the recommendation of the President and with the approval of the Board of Direc These committees should have specific missions.

 

 

 

 

 

Article VII Finance

 

  1. The fiscal year of the Post shall begin on the first day of January.

 

  1. A budget shall be submitted by the Post Treasurer annually prior to the beginning of the calendar year for review and approval by the Post Board of Directors.

 

  1. Post accounts shall be audited annually or within 30 days of a change in Treasurer by an audit committee of three members appointed by the President or an outside auditor prior to the submission of the annual financial report to the SAME Headquarters.

 

  1. If the Post plans to raise funds and grant scholarships, then the Post shall establish a separate Endowment Fund. Such Funds shall be administered in accordance with applicable state and local laws and regula

 

  1. Upon dissolution of this Post, all assets will be forwarded to Host Post if the Post becomes a Field Chapter or SAME Headquarters’ Education and Mentoring Fund as Unrestricted Donation

 

  1. Board shall have an investment policy with specific investment objectives and should have the investment portfolio reviewed quarterly with Investment Advisors or an established Post Endowment Committee.

 

Article VIII Meetings and Activities

 

  1. Regular meetings and technical, professional and social activities of the Post shall be developed and implemented to meet the goals and objectives set forth in SAME’s Strategic Such activities shall be planned to achieve participation of all segments of the Post membership.

 

  1. The Post shall conduct an annual meeting that will include awards to recognize outstanding individuals, committees and sustaining member The Post’s annual meeting may be combined with a regular meeting held in the month coinciding with Post annual elections or installation of the new Board of Directors. (See Nominations & Elections, Article IX)

 

  1. The President or Board of Directors may call for a special meeting at any time to conduct business of the At least one week's notice of time and place and purpose of the meeting shall be given to all members and only the business stated in the call shall be transacted at the special meeting.

 

Article IX Nominations and Elections

 

  1. The Nominations Committee Chair develops a slate of officers and elected directors for each position as specified in Articles IV and V, obtaining input for such slate from the Board of Directors and members of the

 

  1. The minimum qualification for a person to be nominated or to nominate an individual for office is to be a member in good standing of SAME and the Post. The elected Officers and Directors are required to attend a majority of Board of Directors meetings each year.

 

  1. A slate of Officers and Directors is presented to the Post membership at one of its announced meetings and voted upon by those members in attendance, provided that the slate was announced to the Post membership prior to the meeting and an opportunity provided for members to submit ballots prior to the meeting for the purpose of the election, as determined by the Board of Directo A quorum is not needed for these general elections. The results of the election shall be transmitted to the Regional Vice President and SAME Headquarters within 30 days.

 

  1. Following the election of Officers and Elected Directors, the new President may recommend additional Appointed Directors at any time during the year for approval of the Board of Directors.

 

  1. The installation of the new Board of Directors shall occur at the next meeting of the Post but prior to or on the date of the beginning of the elected Officers’ and Directors’ terms of office.

 

Article X Communications

 

  1. Some form of communication with Post membership shall occur with regularity via one or more of the following mechanisms: presentations at meetings or activities; e-mail; Internet or list serve distribution; social media or blog posting; newsletter (electronic or print) or others deemed appropriate by the Post.

 

  1. At a minimum the Post shall regularly communicate the following: a) list of Officers, Directors and Committee Chairs with their contact information; and b) activity announcements to include registration and point of contact infor

 

  1. Each SAME Post must have a current website. To be considered current, the website must have: a list of current Post Officers and Directors with their email addresses and telephone numbers; calendar of events with at least one upcoming event slated to take place within the next 30- days; and a join SAME statement with link to SAME HQ website. SAME Headquarters will assist Posts in achieving this minimum standard, as neede If the Post develops its own web site, the Post is responsible for regularly updating the material presented and for creating a link to the SAME Headquarters web site and for ensuring compliance with SAME web site content and communication standards.

 

 

Article XI

Voting by Board of Directors

 

  1. Voting on an issue shall be conducted after a motion has been made and seconded. Following discussion voting can be conducted in person, by conference call, or electronically by email.

 

  1. Elected Officers, Directors and Appointed Directors are eligible to vote. Committee Chairs and Special Advisors are eligible to vote only if they also serve as a Post Officer or an Appointed or Elected Director. An individual is entitled to only one vote regardless of the number of positions or offices held at the Post.

 

  1. Business at a Post Board of Directors meeting may be conducted by those Board of Director members in attendance at the meeting or on conference ca Votes taken will need a majority of Board of Directors members. A majority vote of the entire Board is required to pass a motion. The minimum quorum is shown in Article XII below.

 

Article XII

Quorum

 

  1. The following shall constitute a quorum for the transaction of Post business:

 

  1. Voting on an issue shall be conducted after a motion has been made and seconded. Following discussion voting can be conducted in person, by conference call, or electronically by email.
  2. At meetings of the Board of Directors, at least 50% of the Board of Directors shall constitute a quorum. The Secretary will announce if a quorum is present at the beginning of each Board of Directors meeting.
  3. At meetings of the Committees, a majority of the Committee, in person or by conference call, provided that voting is accomplished by roll call for those not present in person.

 

 

 

 

 

 

 

 

Article XIII

Cooperation with Other Agencies

 

In the furtherance of Society goals and objectives, the Post will cooperate with other societies and   organizations   toward   the   improvement   of    the    professional    status    and standards of the engineering, architecture and related professions to foster engineering education and the knowledge of engineering and associated sciences. Formal agreements with national organizations will be signed only by SAME HQ; however, agreements with State or local chapters may be signed by the SAME Post President.

 

Article XIV Amendments and Revisions

 

Amendments and/or revisions to Post By-laws may be made by a majority vote of the members, provided that the proposed amendment and/or revision has been previously approved by a majority vote of the Board of Directors, and further provided that it shall be provided to the Post membership at least fifteen days prior to the meeting along with an announcement of the date, time, and place of the meeting for the vote; and provided further that the amendment and/or revision is not in conflict or contradictory to SAME Constitution or Bylaws. (See Nominations & Elections, Article IX)

 

 

 

Approved by vote of the Board of Directors on                                                , 20                                                .

 

                                                                         Post President

 

                                                                         Post Secretary

 

 

 

And approved by a majority vote of the members on this    day of _    ,  at the special meeting of the Jacksonville Post.

 

 

 

Signed:                                                                        Post Secretary