CONSTITUTION AND BYLAWS RIVERSIDE/SAN BERNARDINO CHAPTER of the CALIFORNIA LAND SURVEYORS’ ASSOCIATION 2011
Recognizing that the true merit of a profession is determined by its service to society, the Riverside/San Bernardino Chapter of the California Land Surveyors’ Association does hereby dedicate itself to advancing the profession of land surveying because of its social and economic contributions to the welfare of community, state, and nation.
ARTICLE I – Name and Location
Section 1. The name of this organization shall be the Riverside/San Bernardino Chapter, hereinafter referred to as the “Chapter” of the California Land Surveyors’ Association, hereinafter referred to as the “Association”.
Section 2. The Chapter shall be located at such location as determined by the Chapter Board of Directors.
ARTICLE II – Objectives
The purpose of the Chapter shall be to further the common good of its members in their practice of land surveying, to encourage and maintain high standards of professional ethics and practices, to promote professional uniformity, education, and to foster the public’s trust of land surveyors, and to encourage the use of their services.
ARTICLE III – Defined and Scope
Defined: The Chapter shall be non-partisan and non-sectarian in its activities and membership. The Chapter is a subsidiary organization of the California Land Surveyors’ Association, which has been chartered as provided in these Bylaws. Except in the case of student chapters, each chapter shall have ten or more members who are also Corporate Members of the Association.
Scope: The Chapter shall meet all requirements imposed upon the chapter by the Articles of Incorporation and the Association Bylaws. The Chapter shall not take any action or publicly espouse any position contrary to any provision of the Articles of Incorporation, the Association Bylaws, or any position or resolution of the CLSA Board of Directors. Nothing in this section shall be construed to prohibit a chapter from directing any Chapter Representative from proposing and debating actions or positions at any Board of Directors meeting.
ARTICLE IV Membership and Dues
Section 1. The Chapter membership shall be as provided in the Association’s Bylaws. Applications for membership shall be submitted to the Chapter on a form approved by the Chapter. No person shall be eligible for membership in the Chapter unless such person is eligible for membership in the State Association.
Section 2. A Chapter member in good standing is a person whose dues and assessments are current in conformance with these bylaws and who is not currently suspended by the Chapter.
Section 3. The Chapter annual dues and all assessments shall be recommended by the Chapter Board and approved by a majority of those voting at a Chapter meeting. Dues shall be due on the first day of January of each year. Assessments shall be due and payable as specified in the motion establishing them. The Treasurer shall notify those whose dues or assessments are three (3) months in arrears. The Chapter membership of any person whose dues and assessments are not paid within fourteen (14) days thereafter may be subject to termination.
Section 4. Each Chapter member shall become an Association member within one year following their admission to the Chapter (as provided in Section 8.07 of the Association’s bylaws). The Chapter membership of any person, who fails to become an Association member, as described above, shall be automatically terminated and all dues and assessments paid to the Chapter shall be forfeited. No member may be a member of more than one chapter.
Section 5. Association admission, dues, and assessments are separate and controlled by the Association.
Section 6. A member may be expelled or suspended from the Chapter for willfully disregarding the Association’s or Chapter’s principles and purposes, or for conduct that is detrimental to the Association’s or Chapter’s welfare. Expulsion or suspension from the Chapter shall require a two-thirds majority of those voting at a Chapter meeting. Thirty (30) days notice shall be given to the alleged offending member so he/she may be present and heard, if he/she chooses, at the discussion of such action.
ARTICLE V Chapter Meetings
Section 1. A Chapter meeting is a meeting of the general membership at which Chapter business may be discussed and voted upon.
Section 2. All Chapter members in good standing shall have equal voting privileges or electronic voting privileges when they become available except that only those Corporate Association members shall vote on Association business who are eligible to vote upon such business under the Association bylaws.
Section 3. A regular Chapter meeting shall be held at such time and place specified by the Chapter Board. In advance of each regular Chapter meeting, the Secretary shall notify in writing each member of the time and place of the meeting by electronic mail.
Section 4. A special Chapter meeting may be called by the President or the Chapter Board. The purpose of the special Chapter meeting shall be stated in the call. Only matters enumerated in the call for a special meeting shall be discussed at the special meeting. Except in an emergency, at least seven (7) days notice shall be given.
Section 5. A quorum for a Chapter meeting shall be ten percent (10%) of the Chapter members in good standing.
ARTICLE VI Officers and Elections
Section 1. The Chapter officers shall be a President, a President-Elect, a Secretary, a Treasurer, and as many Chapter Representatives as permitted by the Association’s bylaws (Section 8.11). The officers shall perform the duties prescribed in these bylaws and in the parliamentary authority adopted by the Chapter. The President, President-Elect and Chapter Representatives shall be Corporate Members in good standing. The Secretary and Treasurer may be Associate or Affiliate Members and may serve no more than two successive terms, as permitted by Section 6.02 of the Association By-Laws.
Section 2. Except as provided in Article VI, Section 1, the officers shall be elected to serve a one (1) year term except and the Chapter Representatives who shall serve a two (2)one (1) year term by an annual vote of the Chapter Board and as provided in the Association’s bylaws. Terms of office shall begin at the close of the Chapter meeting in December.
Section 3. During the month of July, the Chapter shall submit to the Association, a list of Chapter members in good standing with the Chapter. The Chapter will be entitled to one representative on the Association Board of Directors, for each 20 Corporate Members, or fraction thereof, confirmed by the Association to be in good standing with the Chapter and the Association.
Section 4. At the Chapter meeting in August, the Nominating Committee, as set forth in these bylaws, shall nominate candidates for Chapter officers.
Section 5. Elections shall be held at the Chapter meeting in September by majority vote. At that Chapter meeting, but before the election, additional nominations from the floor shall be permitted. The Chapter shall notify the Association during the month of September, the names of persons elected as Chapter officers. Section 6. If a vacancy occurs in an office other than the presidency, the vacancy shall be filled for the remainder of the term by majority vote of the Chapter Board. If a vacancy occurs in the presidency, the President-Elect shall succeed the President for the remainder of the term.
ARTICLE VII Duties and Powers of Officers
Section 1. The President shall be the executive officer of the Chapter and shall preside at Chapter meetings and Chapter Board meetings. The President shall serve as an ex-officio member with the right to vote on all standing and special committees except the Nominating Committee.
Section 2. The President-Elect shall have such powers and duties as may be prescribed by the President and the Chapter Board. Unless otherwise specified, the President-Elect shall arrange the program and place for each Chapter meeting and shall notify the Secretary of those arrangements at the Chapter Board meeting preceding each Chapter meeting.
Section 3. The Secretary shall notify the members before each Chapter meeting as prescribed in these bylaws. The Secretary shall announce the time and place for the next Chapter Board meeting at each Chapter meeting. The Secretary shall attend each Chapter meeting and Executive Chapter Board meeting and duly record the proceedings. The Secretary shall conduct the Chapter’s correspondence and keep a full record thereof.
Section 4. The Treasurer shall receive all monies, dues, and assessments, and shall deposit them in the Chapter’s name. The Treasurer shall pay Chapter obligations and shall report on the treasury at each Chapter and Chapter Board meeting. The Treasurer shall make an annual report to the Association at the end of the calendar year. The Treasurer will prepare and submit Quarterly Reports on current account balances and changes in balances since the last report.
Section 5. The Chapter Representatives shall be the Chapter’s liaisons with the Association’s Board of Directors. They shall represent the Chapter at Association Board of Directors’ meetings, cast the Chapter’s votes, and report thereon at the next Chapter meeting. The President shall name alternates to fulfill their duties during their absence.
ARTICLE VIII Chapter Board
Section 1. The Chapter officers, including the Chapter Representatives, together with the Immediate Past President shall constitute the Chapter Board. The Immediate Past President shall be the latest person, other than the current President, to have held the office of President before the close of a meeting in December.
Section 2. The Chapter Board shall supervise the Chapter’s affairs including exercising business and fiscal authority between Chapter meetings, fix the time and place for Chapter meetings, make recommendations to the Chapter, and perform such other duties as specified by these bylaws. The Chapter Board shall be subject to the orders of the Chapter and none of its acts shall conflict with actions taken by the Chapter.
Section 3. The Chapter Board shall meet once each month at a time and place specified by the President. The President shall inform the Chapter Board members of their meeting time and place provided that notice of the meeting is given no less than seven (7) calendar days prior to the meeting. One-half of the Chapter Board members shall constitute a quorum. Nothing in this section shall preclude or exclude meetings by electronic means including, but not limited to, conference calls and on-line meetings.
Section 4. The Chapter Board shall appoint all required committee chairpersons.
ARTICLE IX Committees
Section 1. A Membership Committee composed of at least two (2) or preferably three (3) members shall be appointed by the Chapter Board promptly after the Chapter meeting in December. The Membership Committee shall encourage membership and participation in the Chapter. It shall assist the Treasurer in soliciting and collecting Chapter dues and assessments as described in these bylaws. Additional members may be appointed to the Membership Committee from time to time at the Chapter Board’s discretion.
Section 2. An Education/TrigStar Committee composed of at least two (2) or preferably three (3) members shall be appointed by the Chapter Board promptly after the Chapter meeting in December. The Education/TrigStar Committee shall encourage the continuing education of the members, encourage members to serve as teachers in educational programs, promote and present educational programs, and assist educational institutions. Additional members may be appointed to the Education/TrigStar Committee from time to time at the Chapter Board’s discretion.
Section 3. A Government Liaison Committee composed of at least two (2) or preferably three (3) members shall be appointed by the Chapter Board promptly after the Chapter meeting in December. The Government Liaison Committee shall inform members about changes in laws and procedures related to land surveying, influence those changes to benefit the members and the citizenry, and when appropriate express the Chapter’s point of view at public meetings. Additional members may be appointed to the Government Liaison Committee from time to time at the President’s Chapter Board’s discretion.
Section 4. A Professional Practices Committee shall be composed of at least three (3) but not more than eight (8)twelve (12) corporate members together with the County Surveyors from both Riverside and San Bernardino counties. The Corporate Members shall be appointed by the local Chapter Board promptly after the regular chapter meeting in November. In order to encourage continuity of actions from year to year, at least one-half of the existing committee members shall be reappointed. Prior to December 1, the Chapter Board shall forward the list of appointees to the local chapter of the Consulting Engineers and Land Surveyors of California (CELSOC) American Council of Engineering Companies (ACEC) for discussion, review and suggestions regarding the appointment of committee members. The list of appointees shall be considered approved and seated as of January 1, in the year immediately following the appointments. The Professional Practices Committee shall encourage a high ethical standard of practice in the land surveying profession, encourage compliance with the Professional Land Surveyors’ Act and other applicable laws, report to the Chapter or proper authorities any occurrences which may need their attention, and cooperate with other professional organizations in pursuing the above stated purposes. Additional members may be appointed to the Professional Practices Committee from time to time at the Chapter Board’s discretion.
Section 5. A Nominating Committee composed of at least two (2) or preferably three (3) members shall appointed by the Chapter Board at the Chapter meeting in July. The Nominating Committee shall solicit candidates for the offices to be filled by elections in September. It shall nominate candidates for Chapter officers at the regular Chapter meeting in August.
Section 6. Other committees, standing or special, shall be appointed by the Chapter Board as it shall, from time to time, deem necessary to meet the Chapter’s objectives.
ARTICLE X Fiscal Year
The Chapter fiscal year shall be January 1st to December 31st, inclusive.
ARTICLE XI Parliamentary Authority
Section 1. The rules contained in the latest edition of Robert’s Rules of Order shall govern the Chapter in all cases in which they are not inconsistent with these bylaws and any special rules of order the Chapter may adopt.
Section 2. The presiding officer of any meeting concerning Chapter business may appoint a parliamentarian to act as an advisor.
ARTICLE XII Amendment to Bylaws
These bylaws may be amended by a two-thirds majority of those voting at a Chapter meeting, provided that the amendment(s) has have been submitted in writing to each member or posted on the Chapter’s website at least fourteen (14) days in advance. All proposed amendments to the bylaws must be approved by the Association. In the event of conflict between the Chapter bylaws and the Association bylaws, the Association bylaws shall prevail.
ARTICLE XIII Dissolution
Section 1. On the dissolution or winding up of the chapter, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this chapter, shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for scientific, educational or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
Section 2. If this chapter holds any asset on trust, such asset shall, on dissolution, be disposed of in such manner as may be directed by decree of the Superior Court of the county in which the corporation has its principal office, on petition therefore by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party.