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Constitution and Bylaws
of the Engineers and Scientists of Cincinnati (ESC)
Article 1 – Name Section 1: Name: The name of this organization shall be the Engineers and Scientists of Cincinnati (ESC). Section 2: Incorporation: The organization is a corporation organized April 28, 1888, and chartered, as an organization not for profit, under the laws of the State of Ohio, April 13, 1907, and as reorganized June 17, 1943.
Article 2 – Object The object of this organization shall be to: Influence the technical issues in public policy and the environment; Contribute insights on the technical professions and promote careers in engineering and science; Give opportunities for fellowship, networking, and programs with individuals from other fields and organizations; and Disseminate information on registration, educational institutions, employment, and technical organizations.
Article 3 – Members Section 1: Eligibility: Engineers, scientists, members of other technical professions, and other individuals of similar qualifications as outlined hereunder, are eligible for admission into ESC. Eligibility for membership is not based on race, color, sex, age, national origin, disability, or religious affiliation. Section 2: Grades: Membership of ESC shall consist of active, life, and student members. Section 3: Active Member: An active member shall be a person qualified as described in any of the following subsections: Shall be a registered professional engineer or a scientist in any state; or Shall have a degree from an accredited four (4) year engineering or science program and a record of active practice in the profession or in related work that indicates professional competence; or Shall have attained the knowledge and skill approximating that required for graduation from an accredited four (4) year engineering or science program, and a record of active practice in the profession or in related work; or Any person who is not employed directly as an engineer or scientist, but who by virtue of work, supervision, teaching, or other related activities has involvement in engineering or science; Section 4: Life Member: A life member having held continuous active membership in ESC for thirty (30) or more years shall advance to life membership without further payment of dues if the member has reached sixty (60) years of age. Members older than sixty (60) years of age shall advance to life membership when the sum of age and years of membership equals ninety (90). Section 5: Student Member: A student member shall be enrolled in a technical curriculum (engineering or science) at a Cincinnati area college. Section 6: Admission: A candidate for admission to ESC must make application, on a form approved by the ESC Board, giving a complete account of qualifications, and agreeing that if approved for membership, a candidate shall conform to the Constitution and Bylaws and other rules of ESC. The application form shall be submitted to the ESC Board for consideration and approval. Section 7: Member Standing and Voting Privileges: Organizational standing within ESC, and eligibility for voting privileges, shall be as follows for the respective membership grades: Active & Life Members. These members retain full voting privileges in the organization. These members are fully eligible to serve as Officers and Directors on the ESC Board. Student Members. Student members do not have voting privileges within ESC. Student members are ineligible to serve as Officers and Directors on the ESC. Section 8: Fiscal Year: The Fiscal Year for ESC shall be July 1 to June 30. a. Dues. Annual dues shall be as determined by the ESC Board. A change in the dues may not be made more than once each fiscal year, and such changes can be made only with the approval of the ESC Board. The current dues schedule is shown in Attachment A to these Constitution and Bylaws. b. Billing. All existing members shall be billed for dues on January 1 of each year, for membership during the ensuing calendar year. Dues are due and payable within thirty (30) days of the date of billing. Members not fully paid by July 1 of each year shall forfeit membership status, and shall be removed from the roster of ESC members. Section 9: Resignation: Any member may withdraw from ESC by sending a written resignation to the ESC Secretary. Any member who resigns from ESC while in good standing shall be eligible for reinstatement, subject to formal approval by the ESC Board. No additional application process or fees shall be required. Section 10: Suspension and Expulsion: Any member may be suspended or expelled by the ESC Board for conduct unbecoming a member. The member shall be given at least a 10-day notice of the time and place of the meeting of the ESC Board at which the charges against him are to be considered, and he shall be given an opportunity to defend his conduct.
Article 4 - Officers Section 1: Officers: The officers of ESC are the President, Vice President, Secretary and Treasurer. Section 2: Duties – President: The President shall be the chief executive officer of ESC and of the Board. The President, upon approval from the Board, shall sign on behalf of and in the name of ESC all contracts and certificates of official documents. Section 3: Duties –Vice President: The Vice President shall possess all the powers and perform the duties of the President in the event of absence or disability. The Vice President shall perform such other duties as may be assigned by the ESC Board. Section 4: Duties – Secretary: The Secretary shall keep minutes of all meetings of ESC and the Board, shall serve all notices of ESC and the Board, shall have charge of the books, papers and other properties belonging to ESC as the Board may direct, all of which with reasonable notification shall be open to examination by any member of ESC, and shall perform such other duties as may be assigned by the Board. The Secretary may also fill the office of Treasurer at the discretion of the Board. All reports of ESC Committees shall be retained by the Secretary. Section 5: Duties – Treasurer: Dues Notices. Bequests and Gifts. Section 6: Nominations of Officers and Directors: a. Secretary and Treasurer. The new Board shall organize as soon as possible after the annual election. It shall appoint a Secretary and a Treasurer from the active membership roll of ESC. The Treasurer’s term shall correspond to the ESC Fiscal Year. Section 7: Nominations Report to members: The complete list of candidates shall be made available to the membership and said list shall be included directly or by reference in the material used to officially announce the annual meeting. Section 8: Succession to Office: Succession to Office shall take place at the close of the Annual Meeting Section 9: President’s and Vice President’s Term: The term of the President and Vice President shall be one year or until his successor takes office. However, a term may be extended under the following circumstances:
Section 10: Director’s Term: The term of office of a Director shall be three years or until his successor takes office. Section 11: Official Ballots: Election of Officers and Directors shall be by official ballot. Immediately after the regular meeting preceding the Annual Meeting an official ballot listing the names of all candidates shall be prepared. Section 12: Voting: Voting shall be limited to Active and Life members, a list of which shall be prepared by the Treasurer before the time of the election, and ballots shall be cast by mail, received to the Nominating Committee by four working days prior to the Annual Meeting. All voting shall be by written ballots. No voting by proxy shall be permitted. Section 13: Election of Vice President: The candidate receiving the highest number of votes shall be declared elected. Section 14: Election of Directors: Based on the number of vacancies, the candidates receiving the highest number of votes shall be declared elected. Section 15: Tie Votes: In case of a tie between candidates, the tie shall be decided by action of the Board of Directors, immediately upon receipt of the report from the Nominating Committee. Any candidate who is a member of the Board shall not be eligible to vote in these instances.
Article 5 – Meetings Section 1: Annual Meeting: ESC shall hold an annual business meeting, preferably in June. Section 2: Regular Meetings: Regular meetings of ESC shall be held each month from September through May unless changed by the Board. Section 3: Announcements: Where possible, all members of ESC shall be notified of all meetings of ESC. This notification may occur through publication in the Newsletter or other means as deemed appropriate by the Board of Directors. Section 4: Order of Business: Order of business shall be determined by the President and shall include, when appropriate, welcome of new members, recognition of guests, report from the Board and reports from standing and special committee. Section 5: Joint Meetings: Regular and special meetings of ESC may be held jointly with other Societies or organizations when approved by the President. Section 6: Special Business Meetings: Special business meetings of ESC may be called at any time and place at the discretion of the Board or shall be called by the President upon written request of twenty-five (25) members. The notices for such meetings shall be mailed by the Secretary at least four (4) days before the date of the meeting and shall state the business for which such a meeting is called and to which it is limited. Section 7: Ruling Plurality: The plurality of votes cast shall decide every question coming before any general membership meeting of ESC. Article 6 – The Executive Board Section 1: Board Membership: The affairs of ESC shall be managed by an Executive Board hereinafter call "the Board". Voting members of the Board shall consist of the President, the Vice President, the Secretary, the Treasurer, and twelve elected Directors. Non-voting members shall consist of the Advisory Council and the Committee Chairmen. All Board Members shall serve without compensation. Section 2: Advisory Council: There shall be an Advisory Council consisting of recent Past Presidents of ESC. The size and members of the Advisory Council shall be reviewed on an annual basis at the discretion of the President and with the approval of the Board. The immediate Past President of ESC shall be Chairman of the Advisory Council. This Advisory Council may be called upon by the President or the Board for advice, reports or recommendations on matters of ESC policy. Section 3: Meetings of The Board: Meetings of the Board shall be held at such place and time as its members from time to time may determine. Meetings may be called at any time by the President or by two (2) or more members of the Board. Section 4: Automatic Drop: It shall be the duty of all members of the Board to attend all meetings. It shall be the responsibility of each Board Member, if circumstances prevent attendance, to notify the President prior to a Board meeting. Any member of the Board who has had three (3) consecutive, unexcused absences from Board meetings may be removed from the Board. Section 5: Board Vacancies: Should a Board vacancy occur through death, resignation, disability or any other cause, it shall be filled as follows: President. The Vice President shall immediately become President and serve during the period of the vacancy. The board may then elect any Director to serve as acting President-Elect during the time period. President – Elect. The Board may elect any Director to serve as acting President – Elect. Director. Should a vacancy occur prior to May 1, the Board shall elect a Director from the ESC membership to fill the vacancy until the next annual election. Director vacancies created by reason of an incumbent having been elected to the office of President or Vice President or a previous resignation or death whose terms extends beyond the Annual meeting shall be filled in the order of most votes received for longest term of office. Section 6: Board Voting: A quorum of the Board shall be not less than 50 percent of its voting members. A measure shall be considered passed if a favorable plurality is received. Section 7: Board Liability: The members of the Board shall be held harmless by ESC from any liability to third persons resulting from acts in their capacity as Members, unless such liability is caused by willful misconduct. Any such liability caused by willful misconduct of any Board Member shall not be assumed by ESC. Section 8: Staff: The Board may appoint and fix compensation for such staff personnel as may be required. Section 9: Board Responsibility for Committee Acts: No act of any committee or delegate shall be binding until it has been approved by a resolution of the Board. Section 10: ESC Responsibility for Board Acts: An act of the Board which received the expressed or implied sanction of the membership at the next general meeting of ESC, shall be deemed an official act of ESC. Section 11: Contracts for Facilities and Services: The Board or its designee may negotiate contracts with societies or non-qualified organizations for use of building, facilities, and/or services. Section 12: Audit: It shall be a duty of the Board to provide annually for an audit of the fiscal accounts of ESC. Section 13: Annual Report: The Board shall submit a complete written report of the activities of the ESC during the preceding year. This report shall be presented by the President preferably at the Annual Meeting and in the newsletter. Section 14: Board Rules: The Board shall establish its own Rules of Procedure and may delegate specific powers to any committee or to any one or more members.
Article 7 – Government Section 1: Constitution and Bylaws: ESC shall be governed by the Constitution and Bylaws and any other rules of ESC. Section 2: Rules: The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern ESC in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws and any special rules ESC may adopt.
Article 8 – External Communications Section 1: Publications: The Board may authorize other regular or special publications as they deem necessary, including electronic media, to fulfill the objectives of ESC. Section 2: Copyright: ESC may copyright any of its reports, findings or publications at the direction of the Board. Section 3: Papers and Reports: ESC may receive papers and reports considered within the scope of its objectives and may freely discuss and, if not concerned with its position on matters affecting public or professional welfare, may cause same to be and reports are not to be construed as an endorsement or repudiation by ESC unless a specific statement of endorsement or repudiation is included. Section 4: Public or Professional Welfare: Recommendations, endorsement or approval by ESC shall not be given to, or made for any individual, partnership, corporation or association, or of or for any scientific, engineering or literary production, other than those as affecting public or professional welfare. Section 5: Procedure: A measure (plan, proposal, recommendation or report) may be presented for endorsement by ESC by any one of the following procedures. At any regular or special meeting, providing proper notice has been given, and provided further that debate on it has been approved by Board action or by ESC action at a previous regular meeting. By mail ballot, provided that such a ballot has been approved by Board action or by ESC action at a previous regular meeting. Section 6: Public Notice: All releases for publication making public ESC’s position on a matter of either public or professional welfare shall follow the procedure in Section 7 above, and shall be transmitted over the signature of the Secretary, and a copy of such release shall be made part of the minutes of the following meeting of the Board. Section 7: Timeliness of Response: The President shall have the authority to respond on behalf of ESC regarding matters of social significance on technical issues that demand a rapid and timely response. If the President lacks the knowledge to accurately respond, he shall seek the applicable technical expertise from within the ESC membership.
Article 9 – Amendment of Constitution and Bylaws Section 1: Proposed amendments of the constitution and Bylaws shall first be submitted in duplicate accompanied with two copies of the complete, current Constitution and Bylaws, to the Board for approval. After Board approval, the proposed amendments shall then be distributed to the general membership for approval. Section 2: Proposed amendments to the Constitution and Bylaws will be considered approved and in effect if the majority of votes received support the proposed changes. .
Attachment A OPERATING RULES The following Operating Rules are intended as guidelines only and are subject to change upon a majority vote by the Board of Directors and do not require approval of the general membership: Committees Section 1: Standing Committees: There shall be six standing committees to support the ESC activities. These are: Newsletter Nominating Program Membership Finance Career Development Section 2: Appointment: The President, with the approval of the Board, shall appoint committees on an annual basis. The Committee chair if other than Director or Officer shall be a non-voting member of the Board. Each committee shall have a voting member of the Board as an ex-officio member. Section 3: Committee Budgets: Each committee requiring funds for the conduct of its business may have allocated to it an amount not to exceed its approved budget. Contributions may be solicited and disbursed only in accordance with rules approved by the Board. Section 4: Duties: The following are the general duties of each of the standing committees. Newsletter – To publish on a timely basis a newsletter to members with an emphasis on notifying the membership of meetings. Nominating – To determine the candidates to be placed on the ballot for President – elect and Directors. To serve as the tellers committee to receive and count votes for annual elections of Officers and Directors. Program – To determine the yearly program for the ESC membership meetings and make the required arrangements for these meetings. Membership – To increase membership in ESC through the development and implementation of materials and campaigns. To determine if candidates requesting membership in ESC meet the necessary qualifications. To present the candidates to the Board for an admission vote. To welcome new members at meetings. Finance – To conduct fund raising activities for ESC. To make recommendations to the Board on what investments should be made with excess ESC funds. Career Development – To direct ESC activities that promote careers in engineering and science. To provide continuing education opportunities for the membership Dues Rates: Regular Members: $35.00 Student Members: $10.00 Life Members: $ 0.00 |