Section 1.     The name of this Association is the Rochester Engineering Society, Inc. (RES). It is a nonprofit corporation organized and operated exclusively for educational and scientific purposes.

Section 2.     The purposes of RES are:

(a) To advance the art and science of engineering, for the general public welfare in Rochester and its adjoining counties.
(b) To foster in practicing and prospective engineers excellence as professionals, as citizens, and as individuals.
(c) To promote communication and cooperation among all branches of engineering.
(d) To make recommendations on public matters of particular concern to engineers.
(e) To help make suitable arrangements for meetings of engineering groups and their guests.
(f) To handle all transactions regarding stationary or movable property so as to further the purposes outlined above.

Section 3.     RES shall have its principal office in Monroe County, State of New York, from which it shall carry out its general administrative functions in accordance with the Not-For-Profit Corporation Law.

Section 1.     Bylaws shall be established, as set forth below, for the purpose of governing the operations and administration of RES. The term “Bylaws” as used in this Constitution refers only to RES Bylaws.

Section 2. Bylaws amendments shall be adopted by an affirmative two-thirds vote of those voting members present at a regularly constituted meeting of the RES Board of Directors.

Section 1.     The grades of individual membership in RES, member qualifications, privileges of and requirements for admission, and conditions pertaining to transfer and severance shall be specified in the Bylaws.

Section 2.     The term “member,” when printed without an initial capital in the Constitution, denotes all grades of individual membership.

Section 3.     The term “voting member” as used in this Constitution refers to those members of Member grade or of other grades as defined in the Bylaws.

Section 1.     Provisions can be made for group membership in RES. The privileges and responsibilities of each type of group membership shall be specified in the Bylaws.

Section 1.     Dues and fees shall be specified in the Bylaws.

Section 2.     Under exceptional circumstances, all or part of the payment of dues and fees may be deferred or waived by the Board of Directors.

Section 1.     An Annual Meeting of the membership shall be held within four (4) weeks of the end of the fiscal year to elect officers, receive reports, and perform other functions that are required by law or specified in the Bylaws. The President of RES shall preside or, in the President’s absence, the next highest ranking officer present as listed in Article VII, Section 1.

Section 2.     Regular or special meetings, other than the annual meeting, can be arranged as prescribed in the Bylaws.

Section 3.     Twenty-five members shall constitute a quorum for any general meeting of the Society.

Section 1.     There shall be a President, a First Vice President, a Second Vice President and a Treasurer, all of whom shall be elected for two-year terms and shall have responsibilities as prescribed in the Bylaws.

Section 2.     There may be an Executive Director who shall be appointed by the Board of Directors and serve at its pleasure.

Section 1.     A Board of Directors, referred to below as the Board, shall be the governing body and shall set the policies of the RES.

Section 2.     The Board shall consist of the four elected officers of the Society, the Past President of RES most recently retired from that office, and ten elected Directors, together with one Affiliate Representative from each RES Affiliate Member, as established in the Bylaws in accordance with Article IV of the Constitution.

Section 3.     Each Director’s term of office shall be for two years, staggered so that four new directors can be elected annually. Affiliate Representatives from RES Affiliates shall be appointed by those groups for a term coincident with their own policies.

Section 4.     A quorum of the Board shall be at least eight of the officers and directors elected by voting members of RES. In all meetings of the Board, each officer and Director elected by voting members of RES shall be entitled to one vote. Each Affiliate Representative from an RES Affiliate shall be entitled to one-third vote if he or she is a Member of RES. Board decisions will be made by a majority of the votes cast.

Section 5.     All members of the Board elected by voting members of RES shall be of Member grade.

Section 6.     Vacancies occurring among those members of the Board described in Section 5 shall be filled by a majority vote of the remaining members of the Board.

Section 7.     The Board shall hold a meeting during June of each year following the annual meeting of RES and before July first.

Section 8.     Provisions concerning additional meetings of the Board shall be specified in the Bylaws.

Section 9.     The Board shall establish an Executive Committee with power to act for the Board between Board meetings, including the power to direct investment of the Society’s funds. The Executive Committee shall consist of the four elected officers of the Society, the Past President, and one other Director, chosen by the Board. A quorum of the Executive Committee shall be four.

Section 1.     The Board of Directors shall submit to all voting members no later than two weeks prior to the Annual Meeting of each year a list of nominees for officers and directors. The procedure for selecting these nominees shall be specified in the Bylaws.

Section 2.     Additional nominations may be made by petition, signed by a least 10 voting members. Such a petition shall be filed with the President no later than one week prior to the Annual Meeting and shall be accompanied by a written acceptance from each nominee.

Section 3.     At the Annual Meeting, the Board shall present to all voting members for their vote a list of all qualified nominees, and shall proceed to conduct the election in accordance with the Bylaws.

Section 1. Any reputable person engaged in engineering or an allied technology or business, or having an interest in it, shall be eligible for individual membership in one of the grades described in Sections 3 through 10 of this Article.

Section 2. The designations of membership grade shall be: Honorary Member, Member Emeritus, Retired Member, Student Member, Regular Member, Associate Member, Sustaining Member, Affiliated Society, and Corporate Member.

Section 3.  (Honorary Member) Honorary membership may be granted by the Board in recognition of distinguished service to the profession of engineering or technical education. An Honorary Member shall not be entitled to vote or hold elective office, and shall not be subject to payment of dues.

Section 4. (Member Emeritus) The Board may award the grade of Member Emeritus to a Regular Member, Associate Member, or Sustaining Member who has reached the age of 60 and has retired from full time employment. Such a person must also have maintained 20 consecutive years of active interest and good standing in the Society. A Member Emeritus shall have voting privileges and shall be exempted from the payment of dues. He or she will be able to hold elective office in accordance with the membership grade they held prior to being elected Member Emeritus.

Section 5. (Fellow) The title of Fellow has been awarded to recipients of the Leo H. East Award as Engineer of the Year. Members holding the honorary title of Fellow shall be exempted from the payment of dues. He or she will be able to hold elective office in accordance with the membership grade they held prior to being elected a Fellow. No member shall be awarded the title of Fellow after June 1, 2012. Any member awarded the title of Fellow prior to June 1, 2012 shall retain the title.

Section 6.  (Retired Member) At a Member's option, the Board may grant the grade Retired Member to a Regular Member, Associate Member, or Sustaining Member, who has reached the age of 60 and has retired from full time employment. A Retired Member shall be entitled to vote or hold elective office in accordance with the grade of membership for which they would normally qualify.

Section 7.  (Student Member) A Student Member is enrolled in an undergraduate engineering or an applied arts and science curriculum approved by the Board.  The Board may grant the grade Student Membership to a high school student planning to enter an undergraduate engineering or an allied arts and science curriculum, approved by the Board.

Section 8.  (Regular Member) A Regular Member shall be an individual who is at least 21 years of age and who meets at least one of the following five qualifications:

a)    Holds a valid license as a professional engineer, registered architect, or land surveyor in the State of New York; or

b)    Is a graduate of an engineering curriculum accredited by the Accreditation Board for Engineering and Technology (ABET) or of an architectural curriculum accredited by the American Institute of Architects; or

c)    Is a graduate at the four-year baccalaureate level of a curriculum in engineering,  mathematics, physical sciences, architecture, or land surveying, and who has practiced for a minimum of four years:  or

d)    Is a graduate of an engineering technology curriculum accredited by the ABET and has practiced for a minimum of four years; or

e)    Has demonstrated, by virtue of unusual personal development and through long professional experience, to the satisfaction of the Membership Committee a competence equivalent to that of others in the Regular Member grade.

Section 9.  (Associate Member) An Associate Member shall be a member who, through his or her professional specialty, has a strong liaison with or interest in the technical community and who wants to participate in or support the activities of the Society. An Associate Member is not entitled to vote or hold elective office. An Associate Member can obtain Regular Member status on presentation of evidence to the Society that Regular Member qualifications as outlined on Article I, Section 8, have been met.

Section 10.  (Sustaining Member) Any member who, through interest in the Society and its work for the engineering profession voluntarily elects to pay additional annual dues which shall be set by the Board of Directors shall be designated a Sustaining Member for the year in which such payment is made. Sustaining Members shall be entitled to vote or hold elective office in accordance with the grade of membership for which they would normally qualify.

Section 11.  The membership status of any person who applies for reinstatement in the Society, after a lapse in membership due to resignation or any other cause, shall be determined by these Bylaws.

Section 12.  (Affiliate Society) With Board of Directors approval, any organization or local section of engineers, whose purposes agree with those of the RES, may become an Affiliated Society and shall be entitled to one representative on the Board.

Section 13.  (Corporate Member) A Corporate member shall be a company, corporation or similar organization that contributes yearly to the RES. The minimum amount of contribution shall be set by the Board of Directors. A Corporate member shall not be considered a Group Member, shall not be entitled to representation on the Board, and shall not be entitled to vote.

Section 1.  All individual members, affiliates, and corporate members shall be admitted to RES only on approval of the Board of Directors.

Section 2.  An application for membership shall be submitted on a form provided for that purpose.

Section 3.  A change of membership grade may be made by the same procedure as that established for admission to membership.

Section 4.  A member in good standing may terminate membership by written notice to the Board.

Section 5.  A member may be expelled by a two-thirds vote of the members of the Board present during the meeting at which such action is taken. Expulsion may be for nonpayment of dues, or for conduct contrary to the best interests of RES. A member shall be given written notice of such charges at least 30 days before the meeting at which action is planned and shall be given an opportunity to reply to those charges before any action is taken.

Section 1. Annual dues for all categories shall be set by a 2/3 vote of the Board of Directors.

Section 2. Dues of individual members shall be payable June 1 of each year. Dues are not refundable.

Section 3. A change of status in membership shall not require a corresponding adjustment in dues until the fiscal year following the change.

Section 4. The RES fiscal year shall run from July 1 of a given year to June 30 of the next.

Section 5. A member whose dues are in arrears one year shall forfeit the privileges of membership. Reinstatement is at the discretion of the Board.

Section 6. The Board may establish a schedule of fees for services to Affiliated Society members. Such fees shall be uniformly applied. Sixty days' notice shall be given to these members of any change in the schedule.

Section 1.  Annual Meeting.  The annual meeting of the members of the Society will be held at the principal office of the Society prior to the renewal of the fiscal year (July 1), or at any other place and date as designated by the Directors for the purpose of electing Directors and officers for the ensuing year, presenting to the Directors a copy of the Society’s financial report for the preceding fiscal year and for the transaction of other business properly brought before the meeting.  The Board shall establish the time and place of the annual meeting and give at least 30 days' notice of this meeting to the members. 

Section 2.  Board Meetings.  The Board may call other meetings at its discretion. The members shall be given a least 20 days' notice of any special meeting and of its purpose.

Section 3.  Special Meetings.  A special meeting of RES may be called by petition, signed by at least one-fifth of the entire board. Such a petition must be filed with the Executive Director, or the officers if there is not an appointed Executive Director, at least 30 days before the proposed date of the meeting being called.

Section 4. Place and time of meetings of the board other than the May meeting (Pursuant to Article VIII, Section 7, of the Constitution)

a)    Meetings of the board, annual, regular or special, may be called by at the President’s discretion and can be held at any place within or without this state, unless otherwise provided by the certificate of incorporation or the by-laws.  Such Board meetings shall be called at least once in each calendar quarter.

b)    The time and place for holding regular meetings of the board shall be fixed by or under the by-laws, or, if not so fixed, by the board. Members of the Board shall be given notice of any Board meeting, and its purpose, in accordance with Article IV, Section 2.

c)    The time and place for holding special meeting shall be determined by the board.

Section 5.  Robert's Rules of Order shall govern the conduct of all Board meetings of RES.

Section 6.  Notice of Meeting.  Except as otherwise provided by these Bylaws or by law, written notice containing the time and place of all meetings of the Board of Directors will be given personally, by mail or by electronic message to each Director not less than ten days before a regular meeting and not less than two days before a special meeting.  Notice by electronic transmission will be deemed given when electronically transmitted to the person entitled to notice in a manner authorized by the person.  Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting.  Notice of a special meeting must state the purpose or purposes of the meeting.

Section 7.  Conduct at Meetings.  Meetings of the Directors will be presided over by the President.  The Administrative Director will serve as the Secretary of the Society or, in their absence, a person chosen at the meeting will act as Secretary of the meeting.

Section 8.  Action by Unanimous Written Consent.  Any action required or permitted to be taken at an annual or special meeting of Directors may be taken without a meeting, without prior notice and without a vote, if all of the Directors consent in writing, including by electronic transmission such as email, to the action so taken.  Written consents will be filed with the minutes of the proceedings of the Board of Directors.

Section 9.  Participation by Remote Communication.  A Director may participate in a meeting of Directors by conference telephone or other means of remote communication if all individuals participating in the meeting may communicate with the other participants.  Participation in a meeting pursuant to this section constitutes attendance in person at the meeting.

Section 1.  If no more than one candidate is nominated for each office, election of the officers and directors may be by voice vote at the annual meeting of RES.

Section 2.  If any office is contested, ballots bearing the names of the candidates, and the office for which they seek election, shall be sent to all voting RES members one week prior to the annual meeting. The ballots shall be returned to the RES office no later than the close of business one day prior to the annual meeting and shall be tallied by a committee appointed by the President. The candidate receiving the largest number of votes for a contested office shall be elected to it. The Board shall ensure the validity of the ballots cast.

Section 1.  Election or Appointment.  The Board of Directors will elect a President, First and Second Vice Presidents, and a Treasurer at each annual meeting.  An Executive Director may also be elected at the annual meeting.  The President, Vice Presidents, and Treasurer will be elected from among the Board of Directors.  The Directors may also appoint any other officers and agents as they deem necessary for accomplishing the purposes of the Society.

Section 2.  Term of Office.  The term of office of all officers will commence upon their election or appointment and will continue until the until the next annual meeting of the Society two years hence and until their respective successors are chosen or until their resignation or removal.  The term of office of all officers is two years unless otherwise determined by a majority of Directors.

Any officer may be removed from office at any meeting of the Directors with cause, by the affirmative vote of a majority of the Directors then in office, whenever in their judgment the best interest of the Society will be served. An officer may resign by written notice to the Society.  The resignation will be effective upon its receipt by the Society or at a subsequent time specified in the notice of the resignation.

Section 3.  Compensation.  An Executive Director who is an employee of the Society will receive reasonable compensation for his or her services as fixed by the Board of Directors.  All other officers will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by an officer in his or her capacity as a officer, as authorized by the Board of Directors.

Section 4.  The President.  The President will be the chief governing officer of the Society.  The President will see that all orders and resolutions of the Board of Directors are carried into effect.  The President and Executive Director will execute rental agreements and other contracts requiring a seal under the seal of the Society.  This will include all authorized conveyances, contracts or other obligations in the name of the Society except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Directors to some other person.  The President will preside at meetings of the Directors and in his or her absence, the highest ranking officer will preside.  If no officers are present, the Directors present at the meeting will designate another presiding officer.

Section 5.  First Vice President.  The First Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.

Section 6.  Second Vice President.  The Second Vice President will, in the absence or disability of the President and the Vice President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.

Section 7.  Immediate Past President.  The President will serve as Immediate Past President for a two-year term immediately following his or her term as President. The Immediate Past President shall serve as a resource to the board and current President.  The Immediate Past President shall serve as an ex-officio voting member of the Board.

Section 8.  Executive Director.  If an Executive Director has been elected, he or she will be the chief operating officer of the Society and will have general and active management of the activities of the Society.  The Executive Director may execute authorized conveyances, contracts or other obligations in the name of the Society except when required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Director to some other person.  He/she shall have headquarters at the office of RES and shall issue notices of and take minutes at meetings, promptly inform committees of their appointment, notify new members of their election, and edit and publish "The Rochester Engineer." The Executive Director shall be expected to attend all meetings of RES and its Board, keep a record of the proceedings of the Society, be the custodian of these records and documents, and see that all money due RES is collected and deposited for RES in a bank designated by the Board. The Executive Director shall provide the Treasurer with a statement covering all deposits made. The Executive Director shall certify the accuracy of all bills or vouchers for which money is due and furnish monthly to the Treasurer a statement of receipts and expenditures.  The Executive Director shall conduct the correspondence of RES and keep full records of it, have charge of RES quarters and their contents, supervise the work of all RES employees, and perform all all other duties which may from time to time be assigned by the Board.

Section 9.  Administrative Director. Duties of the Executive Director as described in Article VI, Section 8 may be carried out by the Administrative Director under the direction of the President.

Section 10.  Treasurer. The Treasurer shall have charge of the RES funds, and shall keep a regular account of them. The Treasurer shall make disbursements of the funds that are authorized by the Board. All bills shall be paid by check signed by any two of the following: Executive Director, President, First Vice President, Second Vice President, or Treasurer. The Treasurer shall perform all other duties assigned by resolution of RES or by the Board. The Treasurer shall present annually to the Board of Directors a balance sheet of such books as of the 31st of May and furnish other statements that are required.  At least once every six years, the Board of Directors shall engage a firm to provide an independent review of all RES financial activity.

ARTICLE VII. BOARD OF DIRECTORS

Section 1.  The business, affairs and activities of the Society shall be managed by its Board, which may exercise all such powers of the Society and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or by these By-laws prohibited.

Section 2.  Each Board member shall serve as chairperson or be a member of at least one Standing Committee. These responsibilities may change each year for each Board member.

Section 3.  The Board shall establish an Executive Committee with power to act for the Board between Board meetings, including the power to direct investment of the Society’s funds. The role and limitations of the Executive Committee are described in Article VIII).

Section 4.  Resignation, Removal and Vacancies.  A Director may resign by written notice to the Society.  The resignation will be effective upon its receipt by the Society or a subsequent time as set forth in the notice of resignation.  A Director may be removed, either with or without cause, by the affirmative vote of a majority of the Directors then in office

If a vacancy has occurred among the members of the Board as a result of death, resignation, removal, or otherwise, the vacancy may be filled by the affirmative vote of a majority of the remaining Directors through less than a quorum of the Board of Directors.  If the Director is appointed to fill a vacancy, it will be for the remainder of the term to which the Director is succeeding 

Section 5. Compensation.  Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director, as authorized by the Board of Directors.