Bylaws

Article 1: General

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

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 and objective 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 Section. A Branch Constitution is not required since the Section Constitution governs. 

Article 2: Area and Membership

2.0 Area. The area of the Branch shall include Sarasota, Manatee, Hardee, and Desoto Counties in the State of Florida.

2.1 Grades of Membership. The membership grades, qualifications and voting rights shall be as defined by the Society.

2.2 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.

2.3 Subscribing Members. All members of the Society of all grades, who subscribe to the Bylaws of the Section and Branch, and who have paid the current dues of the Section and Branch, shall be Subscribing Members of the Branch in good standing.

2.3.1 Rights of Subscribing Members. Only Subscribing Members of the Branch in good standing shall be eligible for election to Branch office, or to vote in Branch elections.

2.3.2 Termination of Rights for Non-payment of Dues. Subscribing membership ceases for any member whose dues are more than three (3) months in arrears.

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. The Annual Dues for members of the Branch shall be established by two-thirds (2/3) vote of the Branch Board of Directors (hereinafter the “Board”), payable in U.S. currency in advance of January 1st.*

4.0.1 Notice of Non-Payment. Two (2) months after the start of the calendar year the Branch shall notify each Subscribing Member who has not yet paid dues for the current year that unless payment is made within thirty (30) days, Subscribing Membership in the Branch shall cease, and his/her name shall be removed from the list of Subscribing Members of the Branch.

4.1 Exemption from Dues. Membership grades and classifications exempt from Society and Section membership dues shall also be exempt from Branch dues.

4.2 Good Standing. A Branch member whose obligation to pay Branch Dues is current, or are exempt by Article 4.1, shall be a Branch Member in good standing.

4.3 Delinquency. A Branch member who is not in good standing may forfeit rights and privileges of Branch membership as determined by the Board.

4.4 Dues Abatement. The Board may excuse any Branch member from the payment of Annual Branch Dues with reasonable cause.

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 and adopted by the Board.

5.2 Duties of the Board of Directors. Duties of the Board of Directors shall include management of the Branch, responsibility for the budget and financial resources, strategic planning, providing leadership, overseeing the various activities within the Branch and its Subsidiary Organizations, communicating with the Section and Region 5, and facilitating the election process for Officers and Directors of the Branch and its Subsidiary Organizations. The Board shall have control of property of the Branch. 

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

5.4 Fiscal Year. The fiscal year of the Branch shall be from October 1 to September 30.

Article 6: Officers and Directors

6.0 Qualifications. Officers and Directors shall be Subscribing Members of the Branch in good standing and in a voting grade of membership of the Society who have demonstrated interest and ability regarding Branch affairs, have declared a willingness to serve, and have made a commitment to the time required.

6.1 Officers. Except for President and immediate Past President, the Officers of the Branch shall be elected by the Subscribing Members of the SunCoast Branch. The President-elect shall automatically succeed to the office of President at the close of the Installation Meeting.

6.1.1 President. The President shall have general supervision of the affairs of the Branch and shall delegate duties to Branch Officers. The President shall preside at meetings of the Branch at which the President may be present. 

6.1.1.1 Term. The President shall serve a one (1) year term. After serving one (1) full term, the President shall be ineligible to serve in the same office.

6.1.1.2 Vacancy. A vacancy in the office of President shall be filled for the unexpired portion of the term by the President-elect at the time of the vacancy.

6.1.1.3 Compensation. The President does not receive compensation for services but may be reimbursed for reasonable expenses.

6.1.2 President-elect. The President-elect shall preside at meetings in the absence of the President and shall assume duties as delegated by the President.

6.1.2.1 Term. The President-elect shall serve a one (1) year term. After serving one (1) full term, the President-elect shall be ineligible for re-election to the same office. The term of office of the President-elect shall begin upon installation, normally at the Installation Meeting, and shall continue until a successor is installed.

6.1.2.2 Vacancy. A vacancy in the office of President-elect shall be filled for the unexpired portion of the term by the Vice President at the time of the vacancy.

6.1.2.3 Compensation. The President-elect does not receive compensation for services but may be reimbursed for reasonable expenses.

6.1.3 Vice President. The Vice President shall attend meetings of the Board and assume all other duties as delegated.

6.1.3.1 Term. The Vice President shall serve a one (1) year term. After serving one (1) full term, the Vice President shall be ineligible for re-election to the same office. The term of office of the Vice President shall begin upon installation, normally at the Installation Meeting, and shall continue until a successor is installed.

6.1.3.2 Vacancy. A vacancy in the office of Vice President shall be filled for the unexpired portion of the term by newly elected Vice President from the Branch at the time of the vacancy. The Nominating Committee shall select candidates for election to the office of the Vice President.

6.1.3.3 Compensation. The Vice President does not receive compensation for services but may be reimbursed for reasonable expenses.

6.1.4 Secretary. The Secretary shall keep the records of meetings of the Branch and shall submit the Annual Reports of the Branch. The Secretary shall also assume other duties as delegated by the President.

6.1.4.1 Term. The Secretary shall serve a one (1) year term. The Secretary is eligible for re-election and shall not serve more than two (2) successive elected terms in the same office. The term of office of the Secretary shall begin upon installation, normally at the Installation Meeting, and shall continue until a successor is installed.

6.1.4.2 Vacancy. A vacancy in the office of Secretary shall be filled for the unexpired portion of the term by a qualified member of the Board as determined by the Board at the time of the vacancy.

6.1.4.3 Compensation. The Secretary does not receive compensation for services but may be reimbursed for reasonable expenses.

6.1.5 Treasurer. The Treasurer shall attend meetings of the Board. The Treasurer shall be responsible for the maintenance and disbursement of all funds. The Treasurer shall prepare monthly reports on the financial condition of the Branch and shall maintain the membership roster, authenticating all paid dues with the Society. The Treasurer shall assist in the preparation of the Branch’s annual budget and be responsible for submission of the Branch’s annual financial information to the Section.

6.1.5.1 Term. The Treasurer shall serve a one (1) year term. The Treasurer is eligible for re-election and shall not serve more than two (2) successive elected terms in the same office. The term of office of the Treasurer shall begin upon installation, normally at the Installation Meeting, and shall continue until a successor is installed.

6.1.5.2 Vacancy. A vacancy in the office of Treasurer shall be filled for the unexpired portion of the term by a qualified member of the Board as determined by the Board at the time of the vacancy.

6.1.5.3 Compensation. The Treasurer does not receive compensation for services but may be reimbursed for reasonable expenses.

6.1.6 Past President. The Past President shall attend meetings of the Board and shall assume other duties as delegated by the President.

6.1.6.1 Term. The Past President shall serve a one (1) year term immediately following the conclusion of a term as President and shall continue until a successor is installed.

6.1.6.2 Vacancy. A vacancy in the office of Past President shall be filled for the unexpired portion of the term by the most recent Past President available and willing to serve.

6.1.6.3 Compensation. The Past President does not receive compensation for services but may be reimbursed for reasonable expenses.

6.2 Removal from Office. Any Officer, Director, or Board Member with more than three (3) unexcused absences of a regular Board meeting within a one (1) year period or who is otherwise deemed unfit or unable to fulfill the obligations of their office, may be removed from their office by a vote of two-thirds (2/3) of the remaining Board members, and the vacancy so created shall be filled for the unexpired term in accordance with these Bylaws.

Article 7: Elections

7.0 Nominating Committee. The Nominating Committee shall be under the guidance of the Past President. 

7.1 Purpose. The Nominating Committee is responsible for the screening, interviewing, and nominating of candidates for each of the offices prescribed by the Constitution and the canvassing of ballots.

7.2 Duties. The 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 containing a minimum of ten (10) signatures of Subscribing Members. The Nominating Committee shall set the date by which nominations must be received. All candidates for office must be approved by the Branch Board.

7.3 Composition. The committee will consist of the Branch President, Vice President, Secretary, and Treasurer. The chairperson shall be the most immediate resident Past President.

7.4 Ballots. The Secretary shall send a ballot, containing a list of all Nominees and Petition Nominees to each Subscribing Member of the Branch at least twenty (20) days prior to the SunCoast Branch New Officers Installation Meeting.

7.5 Tallying the Ballots. Ballots returned to the Branch Secretary up to the time of counting shall be opened and counted by the Branch Secretary prior to the Installation Meeting. 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 Installation Meeting. The Annual Meeting shall be held on such date and at such place as the Board designates.

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

8.0.3 Frequency of Other Meetings. In addition to the Installation Meeting, meetings shall generally be held monthly or throughout the year at times as per the discretion of the Board.

8.0.4 Meeting Notice. Notice of call for a Branch meeting shall be sent to all Subscribing Members of the Branch not less than five (5) days in advance of the meeting.

8.0.5 Quorum at Branch Meetings. At all meetings where business is transacted four (4) Subscribing Members 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.

8.1.2 Meeting Frequency. Board meetings shall generally be held monthly. There shall be a minimum of eight (8) Board Meetings annually.

8.1.3 Meeting Notice. Notice of call for a meeting shall be sent not less than three (3) days in advance of the meeting date.

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. 

Article 9: Subsidiary Organizations and Committees

9.0 Subsidiary Organizations. Subsidiary Organizations may be formed within the Branch, consistent with the purposes of the 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, and such other requirements as may be established by the Society. Bylaws of Subsidiary Organizations shall be approved by the Branch Board 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 Branch. Assets of a disbanded Subsidiary Organization shall be assumed by the Branch.

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, and 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 SunCoast Branch Board and submitted to the Section Board of Directors for review and approval.

11.0.3 Notice of Adoption. Upon approval by the Section Board of Directors, 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. 

*NOTE: The proposed amendment is first approved by the Branch Board of Directors for submission to the Section, and is then adopted by the Branch after Section approval and notice to the Branch membership.