BY-LAWS

NEW ORLEANS BRANCH

 

PREAMBLE:

These by-laws were prepared to serve as a guide for conducting routine business of the New Orleans Branch. All articles are intended to be supplementary to, but in conformance with, the Constitution of the Louisiana Section – American Society of Civil Engineers.

NEW ORLEANS BRANCH BYLAWS

 

ARTICLE 1. GENERAL

 

1.0 Name. The name of this organization shall be the New Orleans Branch, of the Louisiana Section (hereinafter referred to as the “Section”), American Society of Civil Engineers (ASCE) (hereinafter referred to as the “Branch”).

 

1.1 Objective. The objective of the Branch shall be the advancement of the science and profession of engineering in a manner consistent with the purpose of the American Society of Civil Engineers (hereinafter referred to as the “Society”).

 

1.2 Authority. The actions of the Branch shall be consistent with the provisions as set forth in the Constitution and Bylaws of the Louisiana Section.

 

 

ARTICLE 2. AREA AND MEMBERSHIP

 

2.0 Area. The area of the Branch shall be the Parishes of Jefferson, Lafourche, Orleans, Plaquemines, St. Bernard, St. Charles, St. James, St. John the Baptist, St. Tammany, Terrebonne, and Washington in the State of Louisiana.

 

2.1 Assigned Members. All members of the Society of all grades, whose addresses of record are within the boundaries of the Branch, as defined by the Society, shall be Assigned Members of the Branch.

 

2.2 Subscribing Members. All members of the Society of all grades, who subscribe to the Bylaws of the Branch, and who have paid the current national and section dues, shall be Subscribing Members of the Branch.

2.2.1 Rights of Subscribing Members. Only Subscribing Members of the Branch shall be eligible for election to Branch office, or to vote in Branch elections, or to receive Branch awards.

 

 

ARTICLE 3. SEPARATION FROM MEMBERSHIP

 

3.0 Separation from Membership. Members who cease to be members of the Section, for any reason, shall cease to be members of the Branch.

 

 

ARTICLE 4. DUES

 

4.0 Annual Dues. There shall be no annual Branch dues. The Branch activities shall be financed by an annual allocation of monies from the Section pending submission of an Annual Report and taxes from the Branches and Institutes. These monies may be supplemented as necessary by Branch activities.

 

 

ARTICLE 5. MANAGEMENT

 

5.0 Board of Directors. The governing body of the Branch shall be a Board of Directors (hereinafter “the Board”). The Board shall be responsible for the supervision, control and direction of the Branch, and shall manage the affairs of the Branch in accordance with the provisions of the Branch governing documents, subject to the control of the Section.

 

5.1 Budget. The Branch activities shall be based on a budget proposed by the Board and approved by the Board.

 

5.2 Duties of the Board of Directors. Duties of the Board shall include management of the Branch, overseeing the various activities within the Branch, and communicating with the Section.

 

5.3 Duties of the Officers. The duties of Officers shall be those usual for such Officers.

 

5.4 Annual Report. The Board shall oversee the preparation of the Branch Annual Report, which shall be submitted to the Section in accordance with published requirements.

 

 

ARTICLE 6. OFFICERS AND DIRECTORS

 

6.0 Officers. The Officers of the Branch shall be a President, a President-Elect, a Vice President, a Secretary and a Treasurer. Officers shall be voting society members in good standing at the grade of Associate Member, Member, Fellow, or Distinguished Member. Officers should possess an engineering degree and be familiar with the technical aspects and issues associated with the field of Civil Engineering.

 

6.1 Board of Directors. The Board of Directors shall consist of the Officers, the immediate Past President available and willing to serve, and elected Directors-at-Large.

 

6.2 Terms. All Officers, except the President, shall be elected for terms of one (1) year, which shall begin at the close of the Section Annual Meeting and continue until their successors are elected and assume the offices.

6.2.1 Term of the President. The term of office for the President shall be one (1)
year. The President-elect shall succeed to the office of President at the close of the Section Annual Meeting.

 

6.3 Vacancies. A vacancy in the office of President shall be filled by the President- elect. A vacancy in the office of President-elect shall be filled by the Vice President. Other vacancies shall be filled for the unexpired term by appointment by the Branch Board.

 

 

ARTICLE 7. ELECTIONS

 

7.0 Nominating Committee. The Nominating Committee shall choose one (1) or more Candidates for election to each office, except the office of President, and obtain the consent of each Candidate to serve if elected. In addition, Candidates may be nominated by written petition or verbally at a Branch meeting dedicated to officer nominations. The Nominating Committee shall review and approve all nominations.

 

7.1 Ballots. If multiple candidates are nominated, the Secretary shall send a ballot, containing a list of all Nominees, Petition Nominees, and a space for a write-in vote for another Nominee for each office, to each Subscribing Member of the Branch at least twenty (20) days prior to the Section Annual Meeting.

 

7.2 Tallying the Ballots. Ballots returned to the Secretary up to the time of counting shall be opened and counted at the Annual Meeting by three (3) tellers appointed by the President. For each office the Nominee receiving the highest number of votes cast shall be declared elected.

 

 

ARTICLE 8. MEETINGS

 

8.0 Membership Meetings.

8.0.1 Meetings. Membership meetings shall be called at the discretion of the Board, or by the President upon written request of at least ten (10) Subscribing Members.

8.0.2 Frequency of Other Meetings. In addition to the Annual Meeting, other meetings shall be held each year at regular intervals.

8.0.3 Meeting Notice. Notice of call for a Branch meeting shall be sent to all Subscribing Members of the Branch not less than seven (7) days in advance of the meeting.

8.0.4 Quorum at Branch Meetings. At all meetings where business is transacted, the number of Subscribing Members present shall constitute a quorum.

 

8.1 Board of Directors Meetings.

8.1.1 Quorum. A majority of the members of the Board shall constitute a quorum
at any meeting of the Board.

 

8.2 Parliamentary Authority. All business meetings of the Branch and Subsidiary Organizations and meetings of the Board shall be governed by Robert’s Rules of Order, Newly Revised, except where these rules are not applicable or are inconsistent with the Bylaws of the Branch, Section Constitution and Bylaws, or the Society’s governing documents.

 

8.3 Meeting Participation by Alternative Means. Any member of the Board or any Board committee may participate in a meeting of the Board or any Board committee by means of a conference telephone or similar communications system that allows all persons participating in the meeting to hear each other at the same time. Such participation shall be considered presence in person at the meeting.

 

8.4 Action without a Meeting. Any corporate action required or permitted to be taken by the Board or any Board committee may be taken without a meeting if 2/3 of the voting members of the Board or Board committee approve such action in writing. For the vote to be valid, 2/3 of the voting members of board or committee must respond within 72 hours of the request for a vote by writing being called. One negative vote defeats the request for corporate action without a meeting. If there is negative vote, additional correspondence or a meeting will be required, and a new vote can be called.

 

 

ARTICLE 9. SUBSIDIARY ORGANIZATIONS AND COMMITTEES

 

9.0 Subsidiary Organizations. Subsidiary Organizations may be formed within the Branch, consistent with the purposes of the Section and Branch, and in accordance with the provisions of these Bylaws. Subsidiary Organizations may be, but are not limited to, Younger Member Forums/Groups, Technical Groups, and local Institute Chapters. Names of Subsidiary Organizations shall be as set forth in the Society’s governing documents.

9.0.1 Formation. Formation of Subsidiary Organizations shall be subject to the approval of the Branch Board, the Section Board, and such other requirements as may be established by the Society. Bylaws of Subsidiary Organizations shall be approved by the Branch and Section Boards before becoming effective.

9.0.2 Process for Formation. Subsidiary Organizations of the Branch may be created. Procedures for creating a Subsidiary Organization shall be as follows:

9.0.2.1 A Subsidiary Organization shall be proposed by submission of a written proposal to the Branch Board with the name, objectives, officers, and brief comments on how the Subsidiary Organization will be of advantage to members in the Branch. Those proposing an Institute Chapter shall also contact the appropriate Society Institute and comply with the Institute rules for creating a Chapter.

9.0.2.2 Following approval of the Branch Board, the proposal shall be forwarded to the Section Board for their review and approval.

9.0.2.3 Following the approval of the Section Board, those proposing a Subsidiary Organization shall prepare and submit Bylaws to the Branch Board for the operation of the organization.

9.0.2.4 Approval of the Subsidiary Organization Bylaws by the Branch and Section Board shall be obtained to activate the Subsidiary Group. Approval must also be obtained from the appropriate Institute to activate an Institute Chapter.

9.0.3 Budget. Each Subsidiary Organization shall submit an annual budget and financial statement to the Branch Board for approval.

9.0.4 Annual Report. Each Subsidiary Organization President or Chair shall submit an annual written report to the Branch Board on the activities and programs of the organization. This Annual Report, including a financial statement, shall be suitable for incorporation into the Branch’s Annual Report to the Section.

9.0.5 Level of Activity. Each Subsidiary Organization shall hold a minimum of one (1) event per year. Any Subsidiary Organization that does not maintain the minimum activity level for two (2) successive years, or does not have Subscribing Members on its rolls for two (2) successive years, may be disbanded by the Section. Assets of a disbanded Subsidiary Organization shall be assumed by the Branch.

 

9.1 Committees.

9.1.1 Standing Committees. The Branch shall have a Nominating Committee.

*NOTE: You may include a list of additional Standing Committees such as Audit, Finance, Program, Membership, Public Relations, Government Affairs, Continuing Education, Student Activities, Educational Outreach, History and Heritage, Technical Activities, etc.

9.1.1.1 Nominating Committee. The Nominating Committee shall consist of not less than three (3) members, including the most immediate Past President of the Branch, current president, and current president elect who are available and willing to serve, appointed by the Board. Other past presidents who are available and willing to serve may be appointed.

9.1.1.2 Luncheon Committee. The Luncheon Committee shall consist of the President-Elect as chair and not less than two (2) other members, and shall be charged with organizing the Branch’s monthly luncheons.

9.1.1.3 Awards Committee. The Awards Committee shall consist of the President-Elect as chair and not less than two (2) other members, and shall be charged with facilitating award nominations and selections and procuring award materials (trophies, certificates, etc.) for winners. Award and scholarship winners shall be selected by the President, President-Elect, and immediate Past President.

9.1.1.4 Outreach Committee. The Outreach Committee shall consist of the Vice President as chair and not less than two (2) other members, and shall be charged with planning and executing outreach to the general public.

9.1.1.5 Member Services Committee. The Member Services Committee shall consist of the Vice President as chair and not less than two
(2) other members, and shall be charged with promoting ASCE membership, improving services to Branch members outside the immediate vicinity of New Orleans, and facilitating History & Heritage activities within the Branch.

9.1.1.6 Communications Committee. The Communications Committee shall consist of the Secretary as chair and not less than two (2) other members, and shall be charged with managing the Branch’s communications through email, social media, and the Branch’s website.

9.1.1.7 Events Committee. The Events Committee shall consist of one Director-at-Large (designated by the President) as chair and not less than two (2) other members, and shall be charged with planning and executing social events for the Branch membership.

9.1.1.8 Terms of Standing Committee Members. Unless otherwise specified, the members of committees shall be approved by the Board upon recommendation of the Branch President, for a one (1) year term. The term shall commence at the beginning of the Branch President’s term.

9.1.2 Task Committees. The Branch President may appoint task committees as deemed necessary. The terms of Task Committee members shall end at the end of the term of office of the Branch President.

 

 

ARTICLE 10. ADMINISTRATIVE PROVISIONS

 

10.0 Proper Use of Branch Resources. No part of the net earnings of the Branch shall inure to the benefit of, or be distributable to its Directors, Officers, or any other private persons, except that the Branch shall be authorized and empowered to pay reasonable reimbursements, payments or compensation for services rendered in furtherance of the purposes set forth above.

 

10.1 Limitations on Political Activity. No substantial part of the activities of the Branch shall be carrying on propaganda or otherwise attempting to influence legislation. The Branch shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. The Branch shall not carry on any activities prohibited by the provisions of the Society’s governing documents.

 

10.2 Conflict of Interest. A Conflict of Interest shall be defined as any activity, transaction, relationship, service, or consideration which is, or appears to be, contrary to the best interest of the Branch, Section, or the Society, or in which the interests of an individual or another organization has the potential to be placed above those of the Branch, Section or the Society. Any interested individual must disclose the existence of any actual or possible conflict of interest and all material facts to the Branch entity considering the proposed transaction. Action to address the conflict shall be taken by either the interested individual or the Branch entity.

 

10.3 Distribution of Branch Assets. Upon dissolution of the Branch, the assets remaining after the payment of the debts of the Section shall be distributed to such organization or organizations organized and operated exclusively for charitable, educational, literary, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board shall determine, and in the absence of such designation they shall be conveyed to the Society.

 

 

ARTICLE 11. AMENDMENTS

 

11.0 Process. These Bylaws may be amended only by the following procedure:

11.0.1 Proposal. An amendment to these Bylaws may be proposed by any member of the Board, or by a written petition submitted to the Branch Secretary, containing the text of the amendment, signed by not less than ten (10) Subscribing Members of the Branch.

11.0.2 Approval. The proposed Bylaws amendment(s) shall be approved by not less than a majority of the Branch Board and submitted to the Section Board for review and approval.

11.0.3 Notice of Adoption. Upon approval by the Board, the proposed Bylaws amendment(s) may be adopted by a two-thirds (2/3) vote of the Branch Board present at a duly constituted Board meeting, where a quorum is in attendance, provided that a written notice containing the text of the proposed amendment(s) is published to the Branch membership at least thirty (30) days in advance of the meeting.