ARTICLE
I:
NAME, PURPOSE, OBJECTIVES
ARTICLE II:
MEMBERSHIP
ARTICLE III:
ORGANIZATION
ARTICLE IV:
MEETINGS
ARTICLE V:
FINANCES, DUES, AND FEES
ARTICLE VI:
GENERAL PROVISIONS
ARTICLE I
NAME, PURPOSE, OBJECTIVES
Section 1. Name
The name of the Association is the 'Engineering and Construction Contracting
Association', an affiliate of the American Institute of Chemical Engineers
(Institute).
Section 2. Purpose
The purposes of the Association, a nonprofit scientific, educational and charitable
organization, are:
- To explore, advance understanding of, and facilitate
the engineering and construction contracting process in concert
with the aims and purposes of the Institute;
- To promote high professionalism in these activities;
and
- To serve the interests of industry and those
of the public at large.
Section 3. Objectives
In furtherance of these purposes, the Association shall:
Provide an Annual Conference or other forums for
discussion of matters applicable to the engineering and construction
contracting process, project execution, and other related areas.
These may involve proven techniques and principles or new and
developing concepts;
Promote and support studies that probe and explore
the effects of contractual conditions and terms on the execution
of projects as they develop under varying external conditions
and other subjects consistent with the objectives of the Association;
Cooperate with the Institute and other professional
societies in sponsoring or holding jointly programs that would
serve the purposes of the Association.
| top |
ARTICLE II
MEMBERSHIP
Section 1.
Membership in the Association shall consist of those individuals who have registered
with the Association and paid applicable Association dues.
Section 2.
Industry supporters of the Association's activities, who are not members of
the Association, may attend and participate in the Annual Conference and
other programs sponsored by the Association.
The Association shall encourage its members to
also become members of the Institute.
| top |
ARTICLE III
ORGANIZATION
Section 1. General Powers
The activities of the Association shall be managed and directed by its Executive
Board ('Board').
Section 2. Number, Term
and Qualifications
The Board shall consist of twelve (12) regularly elected members and, in accordance
with the following paragraph of this Section as applicable, the Past Chair
of the Association. Board members shall hold membership in the Association
and are encouraged to hold membership in the Institute. The Board may also
invite a representative from the Institute to act as liaison between the Board
and the Institute.
Regularly elected Board members shall be elected
for a term of three (3) years each. Two owners, one contractor
and one supplier. Representatives shall normally be elected each
year to maintain equal owner and contractor/supplier representation
among the regularly elected Board membership. Members elected
to serve a full term of three (3) years shall not be eligible
for reelection to consecutive terms. The three-year term shall
commence and end at the close of old business at the Board meeting
following the Annual Conference. A Chair who simultaneously completes
both his term of office as Chair and his elected term as Board
member shall serve one additional year as a Board member in the
office of Past Chair.
At the discretion of the Board Chair, the number
of Members may be adjusted as needed.
Section 3. Election of Board
Members
Six (6) months prior to each Annual Conference, the Association Board Vice
Chair shall chair an ad hoc nominating committee selected by the Vice Chair
from members of the Board and shall review and canvass active and interested
participants and select for nomination a minimum of two owner and two contractor/supplier
eligible candidates. The ad hoc committee shall include
the Chair, Vice Chair, Past Chair, and Program Co-Chairs. Determination of candidate eligibility shall
be conducted in accordance with "Procedures for Nominations for ECC Executive
Board," as adopted by the Board. The proposed candidate list shall be
presented to the Board for final election of new members prior to August 1
of each year. Newly elected Board members shall be so notified by the Chair
prior to the Annual Conference, and the results announced at the Annual Conference.
Section 4. Vacancies
Any vacancy occurring among the twelve (1 2) regularly elected members of the
Board may be filled by a majority vote of the remaining members of the Board
at any Board meeting held in accordance with Article IV, Section 3 hereof.
A member of the Board elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office and may be nominated and elected
to succeed himself. Recommendations to fill vacancies
shall be made by an ad hoc nominating committee chaired by the Vice Chair
as referenced in ArticleIII, Section 3.
Section 5. Quorum and Manner
of Acting
Eight (8) members of the Board shall constitute a quorum, and except as otherwise
provided in these bylaws, the act of the majority of members of the Board present
at a meeting at which quorum is present shall be the act of the Board.
Section 6. Officers of the
Association
The officers of the Association, who shall be members of and elected by the
Board, shall consist of a Chair (representing either
an owner or a contractor/supplier),
a Vice Chair (representing either an owner or a contractor/supplier), the Program
Co-Chairs (normally one owner, one contractor and one supplier), the Past Chair
of the Association, the Treasurer and the Secretary. With the exception of
the Treasurer, the term of office shall be one (1) year, commencing and ending
with the completion of old business at the Board meeting following the Annual
Conference. The term of office for the Treasurer shall be two (2) years and
may be extended subject to Chair approval. The Chair, the Vice Chair, Program
Co- Chairs, and Secretary shall not succeed themselves. Except in special instances,
the Program Co-Chairs shall be considered primary candidates for the positions
of Chair and Vice Chair, with the intent of alternating these positions between
one owner, and either a contractor or supplier representative.
The Chair and Vice Chair will normally be third-year Board members; the Program
Co-Chairs and Treasurer will normally be second-year Board members. The ad
hoc nominating committee referenced in ArticleIII, Section
3 shall recommend candidates for these positions for election at the pre- conference
Board meetings.
Section 7. Chair, Vice Chair
The Chair, or in the absence of the Chair, the Vice Chair shall preside at
all meetings of the Board. In the event of a vacancy in the office of Chair,
the Vice Chair shall serve as Chair until the next annual election. In the
event of vacancies in both offices of Chair and Vice Chair, the Board shall
elect a new Chair serving until the next annual election.
Section 8. Past Chair
Immediately following the annual Conference, the new Past Chair shall prepare
and submit to the incoming Chair an Annual Report covering the activities
of the Association during his period of Chairship. The Past Chair shall also
assist the Chair and Vice Chair and carry out special assignments as appointed
by the Chair and shall coordinate the activities of the Executive Advisory
Committee (EAC). In case of vacancy in the office of Past Chair, such office
shall not be filled; however, the duties may be assigned to an outgoing or
former Board member at the Board's discretion.
Should the Board decide to assign the duties of
the Past Chair due to vacancies, the ad hoc nominating committee
referenced in Article I11, Section 3 shall recommend a candidate(s)
for election by the Board. Such reinstated Board member(s) shall
have voting rights during the term of the assignment.
Section 9. Program Co-Chairs
A minimum of two (2) but preferably three (3) Program Co-Chairs, preferably
one representative of an owner, one representative of a contractor and one
representative of a supplier. They shall be responsible for the coordinating
the planning and execution of the Annual Conference subject to the approval
of the Board. In the event of a vacancy, the position will be filled by direction
of the Board.
Section 10. Secretary
The Secretary is appointed by the Chair and shall keep records of the proceedings
of the Board and of the Association, including the Annual Conference. He
shall handle the general correspondence of the Association and shall, at
the direction of the Chair, issue notices of all meetings.
The Secretary oversees elections, compiles votes
and certifies results to the Board.
Section 11. Treasurer
The Treasurer shall manage all of the finances of the ECC on behalf of the
Board. His responsibilities will include budgeting, forecasting, accounts
payable, accounts receivable, banking/investments, tax (in liaison with the
Institute), reporting, audit and other duties necessary to ensure the proper
management of ECC finances. The Treasurer shall have signature authority
for all cash disbursements to a limit of $25,000.00 (Twenty -five Thousand
Dollars) per transaction. Disbursements in excess of this amount requires
the co-signature of the Chair. The Treasurer shall report to the Board on
the financial status of the ECC and it’s activities on a frequency
as determined by the Board. The Treasurer shall also coordinate with the
Institute to ensure sufficient and appropriate financial information is provided
to the Institute to maintain the ECC’s 501c(3) status.
Section 12. Subcommittees
The Board may, from time to time, create subcommittees, which, in its judgment,
are appropriate and necessary to the furtherance and conduct of the Association's
activities. Members of all subcommittees shall be appointed by the Chair
in consultation with the Board and need not be Association members. The Chair
shall be an ex-officio member of each Subcommittee.
Each Subcommittee shall have a Chair appointed
by the Board Chair. Powers and authority of any such Subcommittee
shall be as expressly authorized by the Board.
Section 13. Assignments
The Chair may make special assignments to Board members appropriate to the
furtherance and conduct of the Association's activities and particularly
to coordinate certain functions to provide direct support to the Program
Co-Chairs. Such special assignments may include - but not be limited to -
responsibility for Publicity, Workshops, Hosted Events, Conference Evaluation,
and Facilities Interface.
Section 14. Executive Advisory
Committee (EAC)
The Board shall be supported by an EAC consisting of a maximum of four (4)
prior Board members which number may be increased subject to approval of the
Chair and Vice Chair. Membership on the EAC shall be by invitation of the Chair
and Vice Chair and is renewable annually for a maximum of three years. The
duties of the EAC shall be determined by the Chair and will generally include
responsibility for special projects that address long-term strategic issues
rather than those specific to any one Conference. The Past Chair will coordinate
the activities of the EAC on behalf of the Board.
At the discretion of the Board Chair, the number
of Members may be adjusted as needed.
Section 15. Board Members Held Harmless
To the fullest
extent permitted by law, this association shall indemnify its
directors, officers and employees including persons formerly
occupying any such positions, against all expenses, judgments,
fines, settlements, and other amounts actually and reasonably
incurred by them in connection with any proceeding, including
an action by or in the right of the association. On written request
to the Board by any person seeking indemnification the Board
shall promptly decide whether the applicable standard of conduct
has been met and, if so, the Board shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise
determined by the Board in a specific instance, expenses incurred
by a person seeking indemnification in defending any proceeding
covered shall be advanced by the association before final disposition
of the proceeding, on receipt by the association of an undertaking
by or on behalf of that person that the advance will be repaid
unless it is ultimately found that the person is entitled to
be indemnified by the association for those expenses.
| top |
ARTICLE IV
MEETINGS
Section 1. Annual Conference
An Annual Conference shall be held at a time and place designated by the Board
for the purpose of presentation of a program in furtherance of the objectives
of the Association. The Annual Conference has historically been held between
Labor Day and October 15 however the specific dates and location for each
Annual Conference shall be selected by the Board.
The theme, content, selection of speakers, and
the detailed schedule of the conference program shall be under
the direct control of the Board.
Section 2. Special Conferences
Such other conferences may be held as shall be determined by the Board.
Section 3. Board Meetings
The Board shall meet not less than four times each year. Meetings shall be
at the call of and at a time and place selected by the Chair, or of a quorum
of the Board, and written notice thereof shall be given to each member at
least ten (1 0) days in advance. A meeting of the Board shall be held in
conjunction with or promptly following each Annual Conference and other meetings
shall be held at such intervals between Annual Conferences as may be desirable
to further the interests of the Association.
| top |
ARTICLE V
FINANCES, DUES, AND FEES
Section 1. Finances
The intent of the Association is to break even over several years' period.
Dues and registration or other fees shall be established in an effort to
recover the costs of the Association's activities, the intent being that
the Association shall neither realize a gain nor incur a loss as a result
of it's activities.
Section 2. Association Dues
Dues for Association membership shall be set by the Board, and are payable
directly to the Association.
Section 3. Conference Fees
Conference fees will be set by the Board. These fees shall be set to reflect
the costs of the conference and can be changed from year to year to reflect
overruns or under runs. Different fee schedules shall be made for members
and non-members of the Association, pre-registrants, etc. All conference
fees shall be collected by the Association.
Section 4. Reports
The Board shall review the final Association cost report to determine if there
is a cost overrun or underrun associated with the Annual Conference or other
Association activities. If the cost overrun is sufficient to consider an
increase in conference fees or other fund raising activities, then a detailed
review will be conducted to ascertain the specific area of increased costs
so consideration can be given to reducing conference or other expenditures
instead of increasing fees.
| top |
ARTICLE VI
GENERAL PROVISIONS
Section 1. Interpretation
The decision of the Board shall be final on any question concerning the interpretation
of the Association Bylaws.
Section 2. Association Activities
All Association activities will be carried out in strict conformity with the
latest approved bylaws and amendments of the Association.
Section 3. Amendments
These bylaws may be amended or repealed and new bylaws may be adopted by a
two-thirds vote of the full membership of the Board at any of its duly called
meeting or by the Chair obtaining signed, approved copies of the proposed
Bylaw change via facsimile from at least ten (10) of the Board members. All
such amendments and/or revisions to these bylaws must be in writing and will
take effect the day of their approval by the Board.
Section 4. Institute Policies
and Reticulations
Insofar as applicable as determined solely by the Board, activities of the
Association shall be carried out in conformance with the bylaws of the Association
and the policies, directives, Constitution and Bylaws of the Institute. The
Association shall not have authority to act for or in the name of the Institute,
or to incur any financial obligations on behalf of the Institute.
Section 5. Word Usage
Wherever used herein, words in the singular shall, whenever appropriate, include
the plural and vice versa, and words in the masculine gender shall include
the feminine.
Section 6. Procedure
In the decision of procedural matters not otherwise covered in these bylaws,
Robert's Rules of Order shall prevail.
Section 7. Effective Date
These bylaws and any revisions thereof shall take effect on the date of their
approval by the Board; however, in the event such revision implements change
in the manner of electing officers and/or Board members, the officers of
the Association and/or the members of the Board shall be eligible to complete
their terms.
Section 8. Dissolution of
Association
Upon dissolution of the Association, any assets remaining thereafter shall
be apportioned equally among the current year Annual Conference corporate sponsors.
If no conference had been held in the current year then distribution shall
be to the most recent year corporate sponsors.
| top |
|
