BYLAWS

of the Minneapolis-St. Paul Chapter

of the Construction Specifications Institute, Inc.

ARTICLE I – NAME

The name of this organization is the Minneapolis-St. Paul Chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the “Chapter,” said Chapter being an affiliate chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the “Institute.”

ARTICLE II – GOVERNING AUTHORITY

Minor grammatical corrections were made throughout the document, such as consistently capitalizing the terms “Board”and“Chapter”.The Chapter is governed and operated in accordance with the laws of the State of Minnesota, provisions of the Institute Bylaws, these bylaws, the regulations and requirements for the conduct of chapters of the Institute as adopted from time to time by the Institute Board, and the rules and instructions of the Chapter Board issued through its officers.

ARTICLE III – PURPOSE AND POLICY

SECTION 1. The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of the Institute.

SECTION 2. The name, funds, and influence of the Chapter may be used only in support of this purpose.

ARTICLE IV – BOARD

SECTION 1. The management and direction of the Chapter shall be delegated exclusively to its Board.

SECTION 2. The Board shall consist of nine members: president, president-elect, four vice presidents, secretary, treasurer, and immediate past president. Professional members shall be a minimum of thirty-three percent of the Board, and industry/associate members shall be a minimum of thirty-three percent of the Board. The four vice presidents shall include two professional members and two industry/ associate members. All members of the Board shall be active members of the Chapter for at least two years.

SECTION 3. All members of the Board are eligible to vote on Chapter business.

SECTION 4. The Board shall receive and promptly consider applications for membership in the Chapter received from prospective members meeting the qualifications for Institute membership; may accept resignations from the Chapter; and report its actions on membership to the Institute promptly.
Cleaned up the language to clarify that the Board determines the committees of the Chapter and their duties, not assign who are the committee members.

SECTION 5. The board shall select all standing and special committee chairmen and designate their duties, and may authorize compensation for justifiable committee expenses. The Board shall select all standing and special committees and designate their duties and may authorize reimbursement for justifiable committee expenses. All committee chairmens shall be active members of the Chapter for at least one year. Revised the text to match closer to changes happening in the North Central Region. Retained flexibility for the Board to still appoint any Chapter member the Board chooses. Changed the term from 3 years to 1 year. Historically, (at least in recent years), the Board has assigned a past president as region director. Understanding the workings of the chapter is important in representing the chapter to the region. By changing to a one year term with the immediate past president as the region director, this is ideal in communication back to the board. Although the text states that the Region Director does not have a vote on the Board, that person would still have a vote as Immediate Past President.

SECTION 6. The board shall appoint a Chapter member to be director of the North Central Region Board (hereinafter, Region Direc- tor), serving a three-year term. The Board shall also instruct this Region Director or appoint another Chapter member to be the Chapter’s representative on the Region’s Nominating Committee for the purpose of nominating the Institute Director of the North Central Region. The Region Director shall attend all board meetings and may participate in all discussions relating to Chapter business but shall not be eligible to vote on Chapter business. The immediate past president shall be the Chapter's Region Director, its representative on the Board of Directors of the North Central Region, CSI; or the Region Director may be another Chapter member as appointed by the Board. The Region Director shall attend all Chapter board meetings and may participate in all discussions relating to Chapter business but shall not be eligible to vote on Chapter business, unless he/she is already a voting member of the Board in another role. The Region Director shall participate in all meetings of the North Central Region, CSI, Board of Directors, and perform other duties as assigned by the Chapter President. There seemed to be a conflict having monthly meetings on a quarterly basis. The text was changed to provide more flexibility and not get caught up in terminology.

SECTION 7. The Board shall schedule monthly regular Board meetings not less frequently than once per quarter. Special Board meetings shall only be held upon the call of the president or a majority of the Board and with seven days notice to the Board members.

SECTION 8. A majority of the Board shall constitute a quorum.

SECTION 9. Should a vacancy occur in any office of the Chapter, except that of president-elect, the Board shall by a two-thirds affirmative vote of its total membership fill such vacancy by appointment of a member eligible by all other criteria for the duration of the unexpired term. Should a vacancy occur in the office of president-elect, the vacancy shall be filled by special election of members of the Chapter, in a manner to be determined by the Board.

SECTION 10. Currently there are no Student Affiliates, so this section no longer is applicable. The Board has established a Student Committee to develop and maintain relationships with student members and determine their needs within the Chapter. Student members will also be encouraged to participate in chapter activities the same as any other member category. The Board shall invite one student member from each Student Affiliate to act as the Student Affiliate representative (hereinafter SA Representative). The SA Representative may attend all board meetings and participate in all discussions relating to Chapter business, but shall not be eligible to vote on Chapter business.

ARTICLE V – OFFICERS

SECTION 1. The president shall: serve as chairman of the Board; preside at all Board and Chapter meetings; act on behalf of and in the best interests of the Chapter; select the chairmen of special committees; appoint the Chapter delegates to the annual meeting of the Institute, unless they are otherwise elected by the Chapter members; be an ex-officio member of all committees; sign all agreements and formal instruments on behalf of the Chapter; appoint a vice president to serve in the absence of both the president and the president-elect; and perform other responsibilities as assigned by the Board from time to time. Removed gender based term by replacing “chairman” with “chair” throughout these Bylaws.

SECTION 2. The president-elect shall serve as chairman of the Board and preside at all Board and Chapter meetings upon the absence of the president; and perform such assignments as delegated by the president or as assigned by the Board.

SECTION 3. Reinforces the statement under Article V – Section 1 above describing the president’s assignment for such duty. The vice presidents shall perform such duties as assigned by the president or as assigned by the Board. A vice-president, as appointed by the president or as assigned by the Board, shall serve upon the absence of both the president and president-elect.

SECTION 4. The secretary shall see that notices are sent at least seven days in advance of all meetings of the Board; keep accurate minutes of regular and special meetings of the Board, the annual meeting of the Chapter, and other Chapter meetings where official Chapter business is conducted; maintain a file of all correspondence; keep a roster of members and committees; co-sign all agreements and formal instruments, except those pertaining to the office of treasurer; submit a report of this office at the annual Chapter meeting; and perform other duties as assigned by the president or the Board. The text was updated to reflect that some of the traditional duties of chapter treasurer and secretary have been delegated to our paid chapter administrator.

SECTION 5. The treasurer shall see that the chapter administrator does collect and issue receipts for monies and securities; deposit funds and disburse and dispose of the same, subject to the direction of the Board; keep accurate books of account; submit a report at Board meetings; submit a report of this office at the annual Chapter meeting; and perform other duties as assigned by the president or the Board. The Board may also appoint an associate treasurer to handle special funds and an assistant treasurer to handle tax returns.

ARTICLE VI – NOMINATION AND ELECTION OF OFFICERS

SECTION 1. The officers established in Article IV shall be elected by members of the Chapter. The president-elect shall assume the office of president at the conclusion of his/her term as president-elect. The president shall remain on the Board, as immediate past president, for one year without election, at the conclusion of his/her term as president.

SECTION 2. Each elected Board member shall take office on July 1.

SECTION 3. The terms of the president-elect and president shall be one year. The terms of the four vice presidents shall be two years, with one term of a professional member and one term of an industry/associate member ending in odd number years, and one term
of a professional member and one term of an industry/associate member ending in even number years.

SECTION 4. The terms for secretary and treasurer shall be two years. The secretary’s term shall end in even number years, and the treasurer’s term shall end in odd number years.

SECTION 5. Changed chair of the nominating committee from president-elect to immediate past president to match how the Chapter has actually been operating. The president-elect is typically a member of the committee.A Nominating Committee shall be named by the president-elect immediate past president and approved by the Board not later than the second week of November. The president-elect immediate past president shall act as chairman of the Nominating Committee. The Nominating Committee shall prepare a list of nominees, showing at least one name for each elective position on the Board due to become vacant, and shall present the list to the Chapter not later than the regular Chapter meeting in January. At this meeting members may present nominations from the floor. The Nominating Committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor.

SECTION 6. Election shall be by written ballot. A ballot shall be mailed to each member eligible to vote, no later than three weeks prior to the February Chapter meeting. Balloting Receipt of ballots shall close one week prior to the February Chapter meeting. The ballot mailing shall include a ballot and a return envelope addressed to the person selected by the Board. The return envelope shall provide for the voter’s name to be both signed and printed, for the ballot to be inserted, and for the envelope to be sealed by the voter. Eligibility to vote shall be as defined in the Institute Bylaws. The term “balloting” was unclear and hard to define. The new text removes any ambiguity or confusion.

SECTION 7. After validating membership status of voter, valid ballots shall be separated from envelopes and then counted and certified by the tellers appointed by the president. The successful candidate shall be determined by a simple majority of votes cast. The results shall be reported to the members at the February Chapter meeting.

SECTION 8. Not later than March 1, the Chapter secretary shall notify the North Central Region Institute Directors and the Institute office of the results of the election, and shall submit to them a complete listing of the Chapter officers for the coming fiscal year, with their addresses, phone numbers, facsimile numbers, and e-mail addresses.

ARTICLE VII – MEMBERSHIP

SECTION 1. The qualifications for membership shall conform to the requirements of the Institute Bylaws.

SECTION 2. Membership in the Institute is a prerequisite to membership in the Chapter.

SECTION 3. The Chapter actually doesn’t determine this status, the Institute does. So the status at the Chapter level automatically follows from Institute’s classification.A Chapter member may be elected as becomes an Honorary Member, Distinguished Member or a Lifetime Member of the Chapter only if he/she has been classified as an Honorary Member, Distinguished Member, or Lifetime Member by action of the Institute.
SECTION 4. The provisions of the Institute Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern.

ARTICLE VIII – MEETING OF MEMBERS

SECTION 1. The annual meeting of the Chapter shall be held at such time and place as may be designated by the Board, at which time committee reports shall be submitted. The president shall submit a report on the accomplishments of the Chapter during the past year. The president-elect shall submit a report outlining the Chapter’s goals for the coming year. The secretary shall submit a report on the activities of the Chapter during the past year. The treasurer shall submit an annual report of the finances of the Chapter. A copy of these reports shall be sent to the Institute Directors.

SECTION 2. Regular Chapter meetings shall be held monthly, except when otherwise decreed by the Board. Not less than ten regular Chapter meetings shall be held in the fiscal year.

SECTION 3. Special Chapter meetings may be called whenever the majority of the Board deems it necessary, or upon written request by not less than one-tenth of the Chapter membership. The business at special Chapter meetings shall be limited to that for which the meeting was called.

SECTION 4. Minutes of regular and special meetings shall be available to the Chapter members and the Institute Directors.

SECTION 5. These bylaws, together with applicable provisions of the Institute Bylaws and Robert’s Rules of Order Newly Revised shall govern the conduct of business of the Chapter.

ARTICLE IX – FISCAL ADMINISTRATION

SECTION 1. The fiscal year shall be from July 1 to June 30.

SECTION 2. The Chapter dues setting authority shall be vested in the Board, and the dues amount shall be reviewed by the Board annually. A change in Chapter dues shall require a two-thirds majority affirmative vote of Officers attending a regularly scheduled Board meeting. Such change in Chapter dues shall become effective in the fiscal year immediately following Board action. Members Emeritus, Retired Members, Honorary Members, and Lifetime Members shall not be subject to Chapter dues. Chapter dues are in addition to Institute dues.

SECTION 3. Annual dues renewal notices shall be issued in accord with the Institute.

SECTION 4. Institute and Chapter dues shall be paid to the Institute with the understanding that Chapter dues will be returned to the Chapter by the Institute.

ARTICLE X – AUDIT

The Board shall appoint a committee to audit the books and transactions of the treasurer at the close of the fiscal year. The report shall be read at the next regular Chapter meeting.

ARTICLE XI – AMENDMENTS

SECTION 1. Amendments to these Chapter bylaws as proposed by the Board shall first be submitted in duplicate, accompanied with two copies of the complete, current bylaws, to the Institute Secretary for approval. After Institute Secretary approval, they shall then be publicized in the regular issue of the Chapter newsletter issued prior to a regular Chapter meeting or by other communication issued at least two weeks prior to a special Chapter meeting.

SECTION 2. To become effective, These bylaws amendments must then be approved by two-thirds vote of the professional, industry, and associate members present at a regular meetings or a special Chapter meeting.

SECTION 3. These bylaws include all amendments as of [date], on which date the most recent amendments were approved by the Chapter. Whenever any covenant of the bylaws is amended, the date contained in this section shall also be amended.

SECTION 4. The Board shall review these bylaws each year.