Incorporated under the laws of the State of
1.1 Name. The name of this corporation shall be "Structural Engineers Association of Alabama" (the "Association").
1.2 Registered Office and Agent. The Association shall maintain a registered office in the State of
1.3 Other Offices. The principal office of the Association shall be located at 660 Adams Avenue, Suite 188, Montgomery, Alabama 36104. The Association may have other offices at such place or places, within or without the State of Alabama, as the Board of Directors may determine from time to time or as the affairs of the Association may require or make desirable.
1.4 Purpose. This Association is established to pursue the common interests of its Members. Specific interests include:
(a) To uphold and preserve the laws of the State of
(b) To advance and promote the art and science of Structural Engineering.
(c) To serve the public, to encourage the pursuit of excellence in our practice, and to maintain the honor and dignity of our profession.
(d) To advance the technical practice of Structural Engineers through meetings, seminars, and educational programs.
(e) To improve the professional, business, and administrative practices of structural engineering firms and consultants.
(f) To educate the public about the practice of Structural Engineering.
(g) To serve as spokespersons to the public on matters of Structural Engineering.
(h) To provide a social forum where members can meet one another and share ideas, experience, and knowledge. By closer association and a better mutual understanding, discourage unethical and detrimental practice, and inspirit a resolve to act collectively to benefit our profession.
(i) To advance proper legislation affecting Structural Engineering practice.
(j) To encourage excellence in engineering education.
(k) To develop standards and guidelines to the benefit of the public and the profession.
2.1 Nonprofit Corporation. The Association shall be organized and operated as a nonprofit corporation under the provisions of the laws of the State of
2.2 Section 501(c)(6) Only. The Association is a voluntary association of individuals the purposes of which, as set forth herein and in the Articles of Incorporation, are exclusively within the meaning of Section 501(c)(6) of the Internal Revenue Code, as specified in the Articles of Incorporation.
2.3 Governing Instruments. The Association shall be governed by its Articles of Incorporation, its Bylaws and the laws of the State of
3.1 Authority and Responsibility of the Board of Directors.
(a) The supreme authority of the Association and the government and management of the affairs of the Association shall be vested in the Board of Directors (the "Board"). All of the powers, duties, and functions of the Association as conferred by the Articles of Incorporation, these Bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by the Board.
(b) The governing body of the Association shall be the Board. The Board shall have supervision, control, and direction over the management, affairs and property of the Association; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board may adopt, by majority vote, such rules and regulations for the conduct of its business and the business of the Association as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall any actions be taken which are inconsistent with the Articles of Incorporation and these Bylaws. The fundamental purposes of the Association, as expressed in the Articles of Incorporation and these Bylaws, shall not be amended or changed.
(c) The Board shall not permit any part of the net earnings or capital of the Association to inure to the benefit of any member, director, officer, trustee, or other private person or individual.
(d) The Board may, from time to time, appoint or retain, as advisors, persons whose advice, assistance, and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the Association.
(e) The Board is authorized to employ such person or persons, including an executive director, attorneys, directors, agents, and assistants, as in its judgment are necessary or desirable for the administration and management of the Association, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.
3.2 Initial and Regular Board of Directors. The regular Board of Directors shall consist of no less than three (3) and no more than ten (10) Directors. The initial Directors of the Association shall be the four (4) persons whose names and addresses appear in the Articles of Incorporation of the Association filed with the Judge of Probate of Montgomery County, Alabama. Directors shall be elected at all times thereafter at the annual meeting of the Association by a vote of the Members of the Association as provided in Article VII of these Bylaws.
3.3 Manner of Election and Term of Office. The Directors shall be elected at the annual meeting of the Association by a majority vote of the Members. Each Director shall take office as of the close of such annual meeting and shall continue in office for a term of two (2) years and thereafter until his successor has been elected and qualified or until his earlier death, resignation, retirement, disqualification, or removal. There shall be no limitation on the number of successive terms of office for which a Director may serve.
3.4 Nominations. Any Member of the Association may nominate an individual to serve on the Board by presenting a name for the consideration of the Members to the Board, at least thirty (30) days before the annual meeting of the Members. Additional nominations may be made from the floor at the annual meeting of the Association. In order to qualify to serve as either an officer of the Association or a Director of the Association, a nominee must be a Professional Member of the Association.
3.5 Removal. Any Director may be removed with or without cause at any time during his term at any regular, special, or annual meeting of the Members, or by the affirmative vote of a majority of all of the Directors at a meeting of the Directors if notice of intention to act upon such matter shall have been given in the notice calling such meeting. A removed Director's successor may, but need not, be elected by the Members to serve the unexpired term.
3.6 Vacancies. Any vacancy on the Board arising at any time and from any cause, including the authorization of an increase in the number of Directors, may be filled for the unexpired term at any meeting of the Members by a majority vote of the Members. Each Director so elected shall hold office until the election at the annual meeting of the Members and the qualification of his successor.
3.7 Committees of the Board of Directors. By resolution duly adopted by a majority of the full Board, the Board may designate from among its Members one or more committees.
3.8 Compensation. No director of the Association shall receive any Director's fees or any salary or compensation for his service to the Association in his role as a Director.
4.1 Place of Meeting. Meetings of the Board may be held at any place within or without the State of Alabama as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the Association. Meetings may be held by telephone.
4.2 Annual Meeting; Notice. The annual meeting of the Board shall be held at the principal office of the Association or at such other place as the Board shall determine on the third Thursday of January of each year or on such other day and at such time as the Board shall designate. Unless waived as contemplated in Section 5. 2 of these Bylaws, notice of the time and place of such annual meeting shall be given by the Secretary either personally or by telephone or by mail or by other means of communication no less than ten (10) nor more than sixty (60) days before such meeting.
4.3 Regular Meeting; Notice. Regular meetings of the Board may be held from time to time between annual meetings at such times and at such places as the Board may prescribe. Notice of the time and place of each such regular meeting shall be given by the Secretary either personally or by telephone or by mail or by other means of communication not less than seven (7) nor more than thirty (30) days before such regular meeting.
4.4 Special Meetings; Notices. Special meetings of the Board may be called by or at the request of the President or by any two of the Directors in office at that time. Notice of the time, place and purpose of any special meeting of the Board shall be given by the Secretary either personally or by telephone or by other means of communication at least twenty-four (24) hours before such meeting.
4.5 Waiver. Attendance by a Director at a meeting shall constitute waiver of notice of such meeting. See also Article V ("Notice and Waiver").
4.6 Quorum. At meetings of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.
4.7 Vote Required for Action. Except as otherwise provided in these Bylaws or by law, the act of a majority of the Directors present at a meeting at which a quorum is present at the time shall be the act of the Board. Adoption, amendment and repeal of a Bylaw is provided for in Article XII of these Bylaws. Vacancies in the Board may be filled as provided in Section 3.6 of these Bylaws.
4.8 Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Board. Such consent shall have the same force and effect as a unanimous vote at a meeting duly called. The signed consent, or a signed copy, shall be placed in the minute book.
4.9 Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
4.10 Adjournments. A meeting of the Board, whether or not a quorum is present, may be adjourned by a majority of the Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.
4.11 Proxies. Every member of the Board of Directors entitled to vote at a meeting of the Board or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be in writing and shall be signed by the Director or his otherwise duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Director executing it, except as otherwise provided by law.
5.1 Procedure. Whenever these Bylaws require notice to be given to any Directors, the notice shall be given as prescribed in Article IV. Whenever notice is given to a Director by mail, the notice shall be sent first-class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelope addressed to the Director at his or her address as it appears on the books of the Association; and such notice shall be deemed to have been given at the time the same is deposited in the United States mail.
5.2 Waiver. Whenever any notice is required to be given to any Director by law, the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the Director entitled to such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.
6.1 Number and Qualifications. The officers of the Association shall consist of a President, a President Elect, one or more Vice Presidents and a Secretary/Treasurer. The President shall be a member of the Board of Directors. The other officers may be, but need not be, Directors. The Board shall from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the Association, but the Association shall not be required to have at any time any officers other than a President, a President Elect, one or more Vice Presidents and a Secretary/Treasurer. Any officer of the Association shall be a Professional Member of the Association in good standing.
6.2 Election and Term of Office. The initial officers of the Association, including the President, President Elect, one or more Vice Presidents and Secretary/Treasurer, shall be elected by the initial Directors of the Association, and shall serve until the first annual meeting of the Board and until their successors have been elected and qualified in accordance with these Bylaws. Thereafter, such officers shall be elected annually by the Board of the Association. Such officers shall serve for a term of one (1) year and, thereafter, until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, or disqualification. Officers appointed by the Board under these Bylaws shall serve at the will of the Board and may be removed with or without cause. Officers shall serve until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, or disqualification.
6.3 Other Agents. The Board may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine.
6.4 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Association will be served thereby.
6.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board.
6.6 President. The President shall be the principal executive officer of the Association and shall preside at all meetings of the Board. The President shall serve as the Chairman of the Board. The President shall also serve as a member, with right to vote, of the Executive Committee of the Board, if any, and as a voting member, ex officio, of any and all other committees established from time to time, if any, by the Board of Directors. The President shall be authorized to sign checks, drafts, and other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association, and statements and reports required to be filed with state or federal officials or agencies; and the President shall be authorized to enter into any contract or agreement and to execute in the corporate name, along with the Secretary, any instrument or other writing; and the President shall see that all orders and resolutions of the Board are carried into effect. The President shall have the right to supervise and direct the management and operation of the Association and to make all decisions as to policy and otherwise which may arise between meetings of the Board. The other officers and employees of the Association shall be under the President's supervision and control during such interim period. The President shall perform such other duties and have such other authority and powers as the Board may from time to time prescribe.
6.7 President Elect. The President Elect shall perform such duties and exercise such powers as from time to time may be assigned to him by these Bylaws, the Board of Directors and the President. In addition, in the event of the temporary absence or disability of the President, the President Elect shall perform all of the duties of the President until such time as the President returns to his office. In the event that the President dies, resigns, retires or is otherwise removed from his office, the President Elect shall perform all of the duties of the President for the unexpired term of the President. At the expiration of the Presidentâ€™s term, the President Elect shall serve as President for a one (1) year term.
6.8 Vice President(s). The Vice President(s) shall perform such duties and exercise such powers as from time to time may be assigned to him (them) by these Bylaws, the Board of Directors and the President.
(a) The Secretary/Treasurer shall attend all meetings of the Board and record all votes, actions and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the executive and other committees when required.
(b) The Secretary/Treasurer shall give, or cause to be given, notice of all meetings of the Board.
(c) The Secretary/Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Association and shall deposit all monies and other valuables in the name and to the credit of the Association into depositories designated by the Board.
(d) The Secretary/Treasurer shall disburse the funds of the Association as ordered by the Board, and prepare financial statements each month or at such other intervals as the Board shall direct.
(e) The Secretary/Treasurer shall perform such other duties and have such other authority and powers as the Board may from time to tine prescribe or as the President may from time to time delegate.
7.1 Membership in the Association. Membership in the Association shall consist of the following grades of Members: Professional Members, Associate Members and Affiliate Members. (The term "Members" shall mean and refer to Professional, Associate and Affiliate Members).
(a) A Professional Member at the time of his admission to the Association shall be a Licensed Professional Engineer duly licensed by any state in the United States of America regularly engaged in the practice of structural engineering or, a person who, in the unanimous opinion of the Board of Directors, has attained such eminence in the field of engineering as to qualify him for membership in the Association.
(b) An Associate Member at the time of his admission to the Association shall have had active practice in structural engineering for at least four (4) years. Graduation from college with a degree in engineering from a school of recognized standing shall be equivalent to four (4) years of active practice. Associate Members are not eligible to serve on the Board of Directors or to hold office in the Association.
(c) An Affiliate Member at the time of his admission to the Association shall be qualified based on his ability and willingness to cooperate in the promotion of the Association's purposes. Prospective Affiliate Members must be sponsored by at least one Professional Member, and the name of such Member shall be submitted on the membership application. Affiliate Members are not eligible to serve on the Board of Directors or to hold office in the Association.
7.2 Annual Meetings. The purpose of the annual meeting of Members is to elect Directors and to transact such other matters as may properly come before the Directors. The annual meeting of the Members of the Association shall be held at the times and places designated by the Board or the President of the Association. The annual meeting of Members for any year shall be held no later than twelve (12) months after the last annual meeting of Members. However, failure to hold an annual meeting timely shall in no way affect the terms of officers or Directors of the Association or the validity of actions of the Association.
7.3 Special Meetings. Special meetings of Members may be called by the President or by a majority of the Board then in office. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for Members to consider.
7.4 Place of Meeting. The Board may designate any place, either within or without the State of
7.5 Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by mail not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice shall be given by or at the direction of the President or the Secretary or the persons calling the meeting to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the
7.6 Waiver of Notice. A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
7.7 Action Without Meeting. Any action of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by a majority of the Members of the Association. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those Members who have not consented in writing. The notice shall fairly summarize the material-features of the authorized action.
7.8 Quorum and Voting. Representation by twenty percent of the Members on the rolls of the Association appearing in person or by proxy shall constitute a quorum at a meeting of the Members. If a quorum is present, unless otherwise provided by law, the affirmative vote of a majority of the Members at the meeting shall be the act of the Members. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present.
7.9 Votes. Each Member in good standing shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. A Member shall be a Member in good standing as long as such Member has paid his current Membership dues and is otherwise qualified as a Member of the Association.
7.10 Proxies. Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be in writing and shall be signed by the Member or his otherwise duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
7.11 Removal and Suspension. Members are subject to suspension or removal for activity blatantly and knowingly contrary to the purpose of this Association by the petition of at least five Members. The Board of Directors shall consider such petitions. If the circumstances appear to warrant, the Board will notify the individual concerned and offer him the opportunity to defend himself against the claim at a subsequent Board Meeting. After such a hearing, or the rejection of the offer of the hearing, the Board shall vote on the matter. A majority vote of the Board is necessary for the suspension or removal of a Member. Members removed from membership shall not again be entitled to membership unless the Board of Directors, by a majority vote, decides that circumstances favor such consideration. A Member may resign his membership in the Association by written communication to the Board of Directors.
8.1 Executive Committee. The officers of the Association shall comprise the Executive Committee of the Association. The Executive Committee shall have the full power vested in the Board of Directors to transact the business of the Association between regular meetings of the Board of Directors.
8.2 Special Committees. The President, with the approval of the Board, shall appoint such committees, subcommittees, or task forces as may be necessary or desirable and which are not in conflict with other provisions of these Bylaws; and the duties and the term of existence of any such committees shall be prescribed by the Board upon their appointment. Any such special committees shall be composed of Members of the Association.
8.3 Term of Appointment. Each member of a committee shall continue as such until the next annual meeting of the Board or until a successor is appointed, unless the committee shall be sooner terminated, or unless such Member shall be removed from such committee, or unless such Member shall cease to qualify as a Member thereof.
8.4 Chairman. One member of each committee shall be appointed by the Board as the chairman of such special committee.
8.5 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
8.6 Quorum. Unless the Board directs otherwise, a majority of the whole committee shall constitute a quorum; and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
8.7 Rules. Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these Bylaws or with rules adopted by the Board.
9.1 Contracts. The Board may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association. Such authority must be in writing and may be general or confined to specific instances.
9.2 Checks, Drafts, Notes, Etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of the indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents, of the Association and in such other manner as may from time to time be determined by the resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by either the Secretary/Treasurer or the President of the Association.
9.3 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may select.
9.4 Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.
10.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, seeks indemnification from the Association against judgments, fines, amounts paid in action, suit, or proceeding by reason of the fact that such person is or was a Director, officer, employee, director, or agent of the Association, then, unless such indemnification is ordered by a court, the Association shall determine, or cause to be determined, in the manner provided under Alabama law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth under Alabama law; and, to the extent it is so determined that such indemnification shall be provided, such person may be indemnified to the fullest extent now or hereafter permitted by Alabama law.
10.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 10.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or Bylaws, or any agreement, vote of Members or disinterested directors, or otherwise as to action in an official capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee, director, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.
10.3 Insurance. To the extent permitted by
11.1 Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board.
11.2 Corporate Seal. The corporate seal (of which there may be one or more exemplars) shall be in such form as the Board may from time to time determine. Use of the seal shall be only for Association activities and affairs, as determined by the Officers of the Association.
11.3 Fiscal Year. The fiscal year of the Association shall be the calendar year. The Board is authorized to change the fiscal year from time to time as it deems appropriate.
11.4 Internal Revenue Code. All references in these Bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue law, and to all regulations issued under such sections and provisions.
11.5 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall he invalid or inoperative, then, so far as is reasonable and possible:
(a) The remainder of these Bylaws shall be considered valid and operative.
(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.
11.6 Headings. The headings are for organization, convenience and clarity. In the interpretation of these Bylaws, they shall be subordinated in importance to the other written materials.
11.7 Relation to Articles of Incorporation. These Bylaws are subject to, and governed by the Articles of Incorporation.
12.1 Power to Amend Bylaws. The Board, by majority vote, shall have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws.
12.2 Conditions. Action by the Board with respect to Bylaws shall be taken by a majority vote of all the Directors then in office.
13.1 Tax-Exempt Status. The affairs of the Association at all times shall be conducted in such a manner as to assure its status as an organization exempt from federal income taxation, and so in other ways to qualify for exemption from tax pursuant to Section 501(c)(6) of the Internal Revenue Code.