Bylaws of the Grand Rapids Chapter of the Construction Specifications Institution Revised April, 2004 ARTICLE I NAME Section 1: The name of this organization is the Grand Rapids Chapter of The Construction Specification Institute, Inc., hereinafter referred to as the "chapter"; said chapter being an affiliate chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the "institute". ARTICLE II GOVERNING AUTHORITY Section 1: The chapter is governed and operated in accordance with the laws of the State of Michigan, 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 of directors issued through its officers. ARTICLE III PURPOSE AND POLICY Section 1: The purpose of the chapter is to provide a medium at the local level for the advancement of the objectives of the institute. Section 2: The name, funds, or influence of the chapter may be used only for this purpose. ARTICLE IV BOARD Section 1: The management and direction of the chapter shall be delegated exclusively to the board. Section 2: The board shall be comprised of nine members: president, president-elect, secretary, treasurer, four additional directors, and an advisory director. The advisory director shall be the immediate past president, if they choose to serve, otherwise the advisory director shall be any past president appointed by the board. Professional members shall constitute a minimum of thirtythree percent (33%) of the board. Industry and associate members shall constitute a minimum of thirty-three percent (33%) of the board. Section 3: The new board shall organize at the annual board meeting, which must be held within thirty (30) days after the annual chapter meeting. At this time, the new board shall elect new officers by majority vote. A director shall not be president until having served on the board for one year. The advisory director need not be an elected member of the board. Directors may succeed themselves. Section 4: All members of the board are eligible to vote on chapter business. Each shall have one vote, except the president shall have two votes in case of a tie. Section 5: The board, through the action of authority delegated to the chapter secretary, shall receive and promptly consider applications for membership in the chapter received from prospective members meeting the qualifications for Institutional membership; may accept resignations from the chapter; and shall promptly report its actions on membership to the institute. Section 6: The board shall select all standing and special committees, designate duties, may authorize compensation for justifiable expenses, and shall designate where chapter funds and securities shall be deposited. Section 7: The board shall schedule monthly business meetings. Special meetings shall be held upon call of president or a majority of the board with seven (7) days written notice. Section 8: A majority of the board shall constitute a quorum. Section 9: Should a vacancy occur in any office or directorship of the chapter, the board shall fill such vacancy by appointment of member eligible by all other criteria for duration of the unexpired term. Section 10: When appropriate, the chapter board shall appoint a student affiliate committee of three or more members. This committee shall be responsible for conducting liaison in the name of the chapter with the student affiliate by providing an advisor, support, guidance, and program speakers. ARTICLE V OFFICERS Section 1: The president shall serve as chairman of the board, shall preside at all chapter meetings, shall select the chairmen of temporary committees, shall appoint the chapter delegates to the annual meeting of the institute, unless they are otherwise elected by the chapter members, shall be an ex-officio member of all committees, and shall sign all agreements and formal instruments. Section 2: The president-elect and the immediate past president shall serve as chairman of the meetings, in that order, upon the absence of the president. The president-elect shall perform other duties as assigned by the board or the president. Section 3: The secretary shall notify all members at least one day in advance of all board meetings and shall keep accurate minutes thereof. The secretary shall maintain a file of all correspondence; shall keep a roster of members and committees; shall co-sign all agreements and formal instruments, except those pertaining to the office of the treasurer, and shall submit a report of office at the annual meeting. A copy of all minutes shall be sent to the institute secretary and the region's institute directors within thirty (30) days after the minutes are approved by the board. The secretary shall perform other duties as assigned by the board. Section 4: The treasurer shall collect any receipt for monies and securities; deposit funds, and disburse and dispose of the same, as authorized by the board; shall keep accurate books of account, and shall submit a report of office at the annual meeting, and at all meetings of the board. The treasurer shall be bonded for the cash value of the treasury. The treasurer shall perform other duties as assigned by the board. ARTICLE VI NOMINATION AND ELECTION OF OFFICERS Section 1: A nominating committee shall be appointed by the board not later than the January board meeting. The nominating committee shall prepare a list of nominees showing at least one name for each vacancy of the board, and shall present the list to the chapter not later than the regular meeting in February. At this time, the members may present nominations from the floor. Election shall be by written ballot. 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. ARTICLE VII MEMBERSHIP Section 1: The qualifications for membership shall conform to the requirements of the institute bylaws. Section 2: Membership in the institute is a prerequisite to membership in the chapter. Section 3: A chapter member may be elected as an honorary member of the chapter only after having been elected as an honorary member of the institute. Section 4: The provisions of the institute bylaws for disqualification, suspension, expulsion, and reinstatement shall govern for the chapter. ARTICLE VIII MEETINGS OF THE MEMBERS Section 1: The annual meeting of the chapter shall be held during the month of May, at which time the results of the election of directors shall be announced, committee reports shall be submitted, the secretary shall submit a report on the activities of the chapter during the past term of office, and the treasurer shall submit an annual report of the finances of the chapter. A copy of these reports shall be sent to the secretary of the institute, and the region's institute directors. Section 2: Regular meetings shall be held monthly, except when otherwise decreed by the board. Not less than nine regular meetings shall be held in a fiscal year. Section 3: Special meetings may be called whenever the majority of the board members deem it necessary, or upon written request by not less than one-tenth (1/10) of the chapter membership. (The business at special meetings shall be limited to that for which the meeting was called). Section 4: The minutes of regular and special meetings shall be distributed to the members and shall be mailed to the regions institute directors. Section 5: These bylaws, together with 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: The fiscal year shall be from July 1 to June 30. Section 2: The annual chapter dues shall be set by the board. Members Emeritus, Honorary Members, and Retired Members shall not be subject to dues. Section 3: Annual dues notices shall be mailed by the institute at least two months in advance for each member's anniversary date and are payable when rendered. Initial dues shall accompany the membership application. An applicant may elect introductory membership (membership optionally available for an initial period of six months) at one half the annual dues for the appropriate membership classification; provided that the applicant has not been a member for at least one year preceding the month of application. Section 4: 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 Section 1: 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 a meeting of the members for the chapter. ARTICLE XI AMENDMENTS Section 1: Proposed amendments to these chapter bylaws shall first be submitted in duplicate,accompanied with two copies of the current bylaws, to the institute for approval. After institute approval, they shall then be publicized in the regular chapter newsletter issued prior to the regular meeting or by letter at least two weeks prior to a special meeting. Section 2: These bylaws may be amended by two-thirds of the professional and industry members present at a regular meeting or at a special meeting.