By-Laws For the Guidance of the Council of Engineering & Scientific Society Executives

Preamble

The Council of Engineering and Scientific Society Executives was organized some years ago as an informal meeting of the principal executive officers of the societies to provide a forum for mutual exchange of experience, and guidance and discussion of common problems in operating the societies. Its strength was in its informality. As the years passed, practices and a pattern of operation grew, but informality was insisted upon as an essential ingredient. The knowledge of these practices was retained in the minds of the founders and early officers of the Council. With the passing of time, many of these individuals have retired and are no longer with us. It was, therefore, deemed desirable to reduce to paper a set of rules to provide an operating guide for the present and future officers and members of the Council. It is the earnest wish of the members of the Council that these rules do not replace the informal operation of the Council and do not become a medium for extended argument and discussion over operating rules, thus, defeating the purpose for which the Council was founded.

Rule I - Name

The name of this organization shall be the "COUNCIL OF ENGINEERING AND SCIENTIFIC SOCIETY EXECUTIVES." The official abbreviation of the Council's name shall be "CESSE."

Rule II - Objective

The objective of the Council is to advance, in the public interest, the arts and sciences of the management of engineering and scientific societies.

Rule III - Activities

The principal means of accomplishing this objective shall be by meetings for presentation and discussion of common problems and publishing information.

Rule IV - Membership

Section 1 - Members

A. Members of CESSE are individuals who are staff executives of societies that meet the CESSE definition of scientific and engineering societies in Paragraph B of this section.

B. Scientific and engineering societies whose staff executives are eligible for participating in CESSE are those individual member societies which have as their primary purposes (1) the advancement of knowledge in science (physical, medical, natural, or similar sciences) or engineering; (2) the development of technology; and/or (3) the provision of continuing education for scientists and engineers. Eligible societies are those whose membership has a formal education in a scholarly discipline in science or engineering (including physical, natural, biomedical, and social and similar sciences) and which have a membership of at least 100 persons.

C. Staff executives of federations of such societies described in Paragraph B with similar purposes are also eligible for membership.

D. Staff executives of scientific and engineering societies operating at less than a national scope, but which are not merely local or regional subgroups of national organizations, also are eligible for CESSE membership.

E. All such staff executives may be accepted as members of CESSE upon application and subject to the approval of their organization's chief executive, provided the chief executive is a member.

Section 2 - Membership Criteria and Certification

A. Chief staff executives who are members of the Council shall be Senior Members. Membership of Senior Members is not transferable. Election shall be by majority vote of the Board of Directors, as set out in Section 1.

B. Other staff executives who are not Chief Staff Executives shall be Associate Members.

C. By the beginning of the each fiscal year, each Senior Member shall certify, in a format prescribed by the Board of Directors, that his/her society continues to meet the CESSE definition of scientific and engineering societies. Failure to execute, or falsification of the certification, can result in termination of membership.

Section 3 - Voting

A. The voting membership of the Council shall consist of Senior Members described in Section 2, above.

Section 4 - Honorary Members

A. From time to time the Board of Directors, by unanimous action, may elect to Honorary Membership an individual who has over the years performed some extraordinary service or services to the Council. Dues and registration fees for meetings of CESSE shall be waived for Honorary Members.

Section 5 - Emeritus Members

A. A Past President of CESSE shall automatically become an Emeritus Member when he or she ceases to be chief executive of an organization described in Rule IV, Section 1B. In addition, a Senior Member who has been a member of CESSE for at least 10 years and who has retired from all full-time professional activity may, at the discretion of the Board of Directors, be named an Emeritus Member. Dues and registration fees for CESSE meetings shall be waived for Emeritus Members.

Section 6 - Retired Members

A. A person who has retired from all full-time professional activity and who is not eligible for Emeritus Member may continue his or her affiliation with CESSE as a Retired Member. Retired Members pay dues and fees at rates determined by the Board of Directors.

Rule V - Dues

Section 1 - The Board of Directors shall establish the annual dues for all categories of affiliation with the Council. Dues are payable before the first day of each fiscal year, which begins on July 1, and ends on June 30.

Section 2 - Any Member who fails to pay dues prior to the beginning of the fiscal year, shall be placed in an inactive status and shall cease to be eligible for member services, to vote, or be listed in the current Directory. If such dues are not paid by the end of the fiscal year, such membership shall then be terminated.

Rule VI - Fees

Section 1 - The Board of Directors shall establish fees for voting members, non-voting members, and others for the Annual Meeting and other services of the Council.

Rule VII - Officers And Directors

Section 1 - The affairs of the Council shall be managed by a Board of Directors. The Board of Directors shall consist of a President, Vice President, Secretary, six Directors each serving a three year term (the term of two Directors shall expire each year), and the most recent Past President. All the preceding are to be selected from among the senior members of the Council and the Treasurer.

Section 2 - A Treasurer may be appointed by the Board of Directors from the non-voting membership. The Treasurer may be an individual who might not otherwise be eligible to become an elected officer. The Council may reimburse the expenses of the Treasurer to attend meetings of the Board of Directors as well as the Annual Meetings of the Council. The tenure of this position will be for one year, subject to reappointment.

Section 3 - All officers and directors shall serve without compensation.

Section 4 - A majority of the members of the Board of Directors shall constitute a quorum for the conduct of business.

Section 5 - Nominations for officers and directors shall be submitted by a Nominating Committee comprising the chairperson, who shall be the incumbent past president, and four members to be appointed by the incumbent president.Two of the members are to be former presidents and two are to be senior members who have not previously served on the CESSE Board. The appointments to the Nominating Committee shall be made at least 90 days prior to the date of the business meeting at which elections are to be held.

Section 6 - Each year the Nominating Committee shall nominate candidates for the following offices and submit the list of nominees for these offices to the membership at a business meeting for election:

• A President, if the Vice President is unable to succeed to the Presidency.
• A Vice President, to serve for one year, and to succeed as President for a term of one year.
• A Secretary, to serve for one year.
• Two Directors, to serve for three years.

Section 7 - The President, or any other member of the Board of Directors, shall not be eligible for immediate re-election to the same office at the expiration of an elected term.

Section 8 - The terms of all elected officers and directors shall begin at the adjournment of the Annual Meeting of the Council.

Section 9 - Should a vacancy occur in any elective office, with the exception of the President, through death, resignation, or other cause, the Board of Directors is empowered to fill by appointment the unexpired term of the office which has become vacant. Should the office of the President become vacant, the Vice President shall automatically become President.

Section 10 - There shall be an Executive Committee of the Board of Directors composed of the President, Vice President, Secretary, Treasurer, and the immediate Past President. The Executive Committee shall act between meetings of the Board of Directors, subject to review an approval by the Board of Directors, not later than the next meeting of the Board.

RULE VIII - Duties Of Officers

Section 1 - The President shall be the principal administrative officer and is responsible for the appointment of the Editor of the CESSE QUILL, the appointment of committees, the conduct of business meetings of the Council, the handling of meetings for the Board of Directors, and administration of general problems arising during the year.

Section 2 - The Vice President is responsible for developing and carrying out the program for the Annual Meeting of the Council. In the absence of the President, the Vice President shall have all the powers and prerogatives of the President.

Section 3 - The Secretary shall maintain appropriate records of business meetings and meetings of the Board of Directors,shall distribute minutes,and shall carry out any other duties requested by the President.

Section 4 - The Treasurer shall maintain the books of the account and the bank account of the Council, shall collect dues, registration fees and other income, and make disbursements for approved expenses incurred in the conduct of the Council's business. The Treasurer shall present a financial report at the business meeting held at the Annual Meeting as well as at meetings of the Board of Directors.

The Treasurer shall also be responsible for maintaining the finances and accounting for the Council's funds, maintaining the official list of members and the additional mailing lists. The Treasurer shall be responsible for the preparation of the annual directory and the mechanics of handling mailings either to members, or to the full mailing list. This includes the mailing of the QUILL as well as the program for the Annual Meeting.

Rule IX - Meetings

Section 1 - An Annual Meeting of CESSE shall be held each year for the presentation and discussion of common problems in operating engineering and scientific societies. There shall also be a business meeting held during the Annual Meeting each year to receive the Treasurer's report, and to transact any other business that may come before the meeting.

Section 2 - Meetings of the Board of Directors as well as additional business meetings, or meeting for the presentation of papers, may be called by the Board of Directors as needed.

Section 3 - Twenty voting members of the Council shall constitute a quorum authorized to transact any business duly presented at a business meeting.

RULE X - Committees

Section 1 - In addition to the Nominating Committee in Rule VII, Section 5, the President, subject to confirmation by the Board of Directors, may appoint such other committees as necessary to assist in the discharge of the responsibilities of the President and the Board of Directors.

RULE XI - Finances

Section 1 - The Council shall be financed by the income from dues, registration fees at meetings, and income from the sale of publications or other appropriate items.

RULE XII - Amendments

Section 1 - These rules may be amended by a two-thirds vote of those voting members specified in Rule IV, Section 3 present at a business meeting, provided such amendments have been distributed to the voting members at least 30 days in advance of the meeting.

RULE XIII - Indemnification

Section 1 - The Council shall indemnify any person, his or her executor, administrator and heirs, who has served or is serving as a Director, Officer or employee of the Council, against expenses actually and reasonably incurred by such person in connection with the defense of any action, to the extent permitted by law, upon determination by the Board of Directors or by a majority of the members of the Council, that the indemnification is proper in each specific case. The right of indemnification shall not be exclusive of other rights to which any Director, Officer, or employee may be entitled as a matter of law.