CONSTITUTION AND BYLAWS Amended 5/4/83

Article 6

REVISED AND ADOPTED APRIL 2, 1975

REVISION ARTICLE 3

CONSTITUTION

ARTICLE 1

Name

1. The name of the association shall be the Engineers’ Club of Northern Minnesota.

Location

2. The Headquarters of the Club shall be located at the Office of the Secretary.

Object

3. Its object shall be the advancement of engineering in its several branches and the social intercourse of those interested in engineering in Northern Minnesota.

ARTICLE 2

Members

1. Any person who is a Civil, Mechanical, Metallurgical, Electrical, Mining, Sanitary, Chemical, Geological, or Architectural Engineer shall be automatically eligible for membership. Any person interested in the above with five years field experience and no college degree shall submit his or her application to the board for consideration. Any college graduate can submit his or her application to the board for consideration.

2. Applications for membership shall be made upon blanks provided by the Club, shall be endorsed by two members of the Club, read at the next regular meeting, referred to the Board of Directors, and voted on at the next regular meeting of the Club. Three negative votes shall exclude from membership.

3. An applicant voted upon and rejected must wait three months before presenting a new application.

4. Notice of election shall be sent to the applicant by the Secretary as soon as practicable following said election and entrance fees and dues shall become due and payable upon the sending of such notice, and shall be paid within one month thereafter to entitle the applicant to membership of the Club.

5. A member may resign at any time by communicating with the Secretary of the Club, providing there are no arrears in dues or assessments.

ARTICLE 3

Officers

1. The officers of the Club shall be a President, Vice-President, Secretary, Treasurer, and three or more directors to be elected annually as hereinafter provided and the terms of office to begin on January 1 following their election. Directors shall be elected to a two-year term.

2. The offices of Vice-President, Secretary, and Treasurer are now separated and each man shall perform the duties assigned to his office by the President; however, good communications are vital for proper operation of these offices.

3. At the September meeting of the Club, the President shall assign a nominating committee consisting of up to three members of either the Club, board, or combination, with the current Vice-President as chairman. This nominating committee shall select at least two candidates for the outgoing office of the area directorship. Areas shall consist of Western, Central, and Eastern. The area director shall be elected for a two-year term. The committee shall also select two candidates for the office of Treasurer. The elected Treasurer then automatically moves up to the office of Secretary, Vice-President, and then to President. If the office of the Secretary, Vice-President, or President shall receive 30 ballots for any other one person other than the candidate selected, the Board shall direct an election be held later for the questionable office.

4. A vacancy in the office of the President shall be filled by the Vice-President. A vacancy in the office of the Vice-President shall be filled by the Secretary. A vacancy in the office of the Secretary shall be filled by the Treasurer. A vacancy in the office of the Treasurer shall be filled by such director as designated by a majority of the Board of Directors. A vacancy on the Board of Directors shall be filled by a member appointed by the remaining directors.

5. The Board of Directors shall be composed of the President, Vice-President, Secretary, Treasurer, and two directors from each district. The President shall act as Chairman of the Board.

6. The Board of Directors shall have the general management of the affairs of the Club, shall call regular meetings at the time prescribed in the Bylaws, and special meetings when called for by the President, a majority of the directors, or by at least seven members. All transactions of the Board of Directors shall be reported at the regular meeting of the Club next following any meeting of the Board. Four members shall constitute a quorum at any regular or special meeting of the Board.

ARTICLE 4

Meeting

1. Meeting of the Club may be held at such time prescribed in the Bylaws.

2. The first regular meeting of each year shall be the annual meeting of the Club, at which all annual reports shall be read.

3. Twelve members shall constitute a quorum for the transaction of business at the annual meeting.

ARTICLE 5

Amendments

1. Proposed amendments to the Constitution shall be submitted in writing at the regular meeting of the Club and must be signed by three members.

2. Proposed amendments shall be voted upon at the regular meeting next following the presentation of such amendments and a two-thirds vote of the members in good standing present and voting shall be necessary for the adoption of any amendment.

3. Amendments so adopted shall take effect immediately.

ARTICLE 6

Dissolution

1. Dissolution of the Club shall be considered when the number of regular dues-paying members decreases to 25 or less.

2. A vote of the regular members shall be required for dissolution. The following voting conditions shall apply:

a. Sufficient funds shall be available to discharge all indebtedness.

b. Two-thirds vote of the regular dues-paying members in favor will be required to dissolve the Club.

c. Remaining funds shall be assigned to the University of Minnesota Scholarship Foundation. Scholarship conditions shall be determined by the Board of Directors.


Bylaws

ARTICLE 1

Dues

1. The entrance fee for new members shall be payable on notification of election, this to cover the regular dues to January 1 of the next year. After July 1, new members elected shall pay one-half of annual fee.

2. Dues shall be announced annually and set by the Board of Directors payable on January 1.

3. Members in arrears for such dues or assessments for more than 60 days may be dropped from membership at the discretion of the Board of Directors. Any person so dropped shall not be re-elected to membership until all such arrears are paid in full.

4. Any resigned member may be reinstated by the Board of Directors upon the payment of any dues or assessments in arrears at the time of his resignation and payment of the regular dues for the current year.

5. An assessment for any extraordinary expenditure can be made with the majority vote of the members of the Club in good standing.

6. All members who have paid their dues or assessments within 60 days of their becoming due shall be considered in good standing.

7. Life membership shall be granted to a member in good standing who has retired with 25 years of Club service or a member who has retired with at least 10 years of Club service and has a combined total of age plus years of Club service equal to or greater than 75. Life members shall be assessed dues at one-half of the regular membership dues.

ARTICLE 2

Management

1. The President shall have a general supervision of the affairs of the Club, shall preside at all meetings of the Club, and the Board of Directors, and shall appoint all committees, being an ex-officio member of each.

2. The Vice-President shall act as a member of the Board of Directors and preside at all meetings of the Club or the Board at which the President is not present and shall be an ex-officio member of all committees.

3. The Board of Directors shall have all management in general of the affairs of the Club in conformity with its Constitution and Bylaws. Directly or through the committees, it shall have care of and expenditure of all monies of the Club, have charge of all properties of the Club. In case of any extraordinary expenditures shall estimate and collect any assessment therefore, arrange for all professional papers and discussions; direct the publications of the Club and transmit all reports of the Secretary, Treasurer, and the Committee. No expenditures or contracts shall be made by any committee without the consent of the Board of Directors.

4. The Treasurer shall receive all monies and deposit same in the name of the Club; pay all bills approved by the Board of Directors and certified by the President; make annual report and such other reports as directed by the Board of Directors. His accounts and all financial books shall be examined annually by a committee appointed for that purpose. He shall give an up-to-date financial report at each Board meeting.

5. The Secretary shall, under the direction of the President and the Board of Directors, be the executive officer of the Club. He shall record all proceedings of the Club and the Board of Directors; collect all monies and transfer them to the Treasurer, shall carefully examine all bills and refer them to the proper committee for voucher, and shall conduct and record all correspondence of the Club.

6. No expenditure shall be incurred without funds in the Treasure to meet them, and provisions for extraordinary expenditures shall be made in advance by assessment or otherwise.

7. Treasurer should report on status of Club investments and submit timely suggestions for rollover of funds when expiration dates occur.

ARTICLE 3

Meetings

1. Regular meetings shall be held on the first Wednesday evening of each month unless otherwise ordered by the Board of Directors of the Club. The months being September, October, November, December, April, and May. The date, time, and location of the annual meeting will be selected by the Board.

2. When the date of any regular meeting falls on a legal holiday, such regular meeting may be changed at the discretion of the Board of Directors.

3. Special meetings of the Club may be called by the President, a majority of the Board of Directors, or the written request of at least seven members, stating the object for which such meeting is being held. Notices of each special meeting shall be mailed to each member at least seven days in advance of the date of such special meeting. No subject other than the one stated in the notice shall be decided upon at a special meeting.

ARTICLE 4

1. Proposed amendments to the Bylaws shall be submitted in writing at a regular meeting of the Club and must be signed by three members.

2. Proposed amendments shall be voted upon at the regular meeting next following the presentation of such amendments and a two-thirds vote of the members in good standing, present, and voting shall be necessary for the adoption of any amendment.

3. Amendments so adopted shall take effect immediately.

\\HIBB02\WP\PROJECTS\ecnm\Constitution and Bylaws.doc 5