Virginia Society of Professional Engineers

BY-LAWS

Revised 4/16/2007

Adopted 8/17/2000

PREAMBLE

Recognizing that service to the public, to the state, and to the profession is a fundamental obligation of the professional engineer, the Virginia Society of Professional Engineers does hereby dedicate itself to the promotion and improvement of the profession of engineering as a social and economic influence vital to the welfare of the community, the Commonwealth of Virginia, the United States of America, and all the world.

Article 1. Name and AFFILIATION

Section 1. The Virginia Society of Professional Engineers

(VSPE) is a member state society of the National Society of

Professional Engineers (NSPE). VSPE rules and

requirements shall not conflict with those of NSPE.

Article 2. Mission

Section 1. The VSPE, in partnership with the National

Society of Professional Engineers (NSPE), is the organization

of licensed Professional Engineers (PEs) and Engineering

Interns/Engineers in Training (EIs/EITs) in the Commonwealth

of Virginia . Through education, licensure, advocacy,

leadership training, multi-disciplinary networking, and

outreach, VSPE enhances the image of its members and their

ability to ethically and professionally practice engineering.

Article 3. Members

section 1. The requirements for individuals to hold

membership in VSPE shall be the same as those prescribed

by the Bylaws of NSPE, as amended from time to time, and

made a part of these Bylaws by reference.

Article 4. Board of Directors

Section 1. The VSPE shall be governed through a Board of

Directors (Board) of no more than nine (9) members.

Section 2. The Board shall be guided by the principles of

"Policy Governance", which consider among other things: the

VSPE vision; fundamental values and diverse perspectives of

the membership; the impact of external forces on NSPE and,

or VSPE; and the projected result of the strategic plan over a

three (3) to five (5) year period.

Section 3. The term of office for Board members shall be three (3) years beginning on July 1 of the year elected to office, and end on June 30 of the third year or until their successors have been elected and installed.

Section 4. Board policy changes and other significant

actions taken by the Board on behalf of the VSPE will be

communicated to the members of the Society by all

reasonable means.

Section 5. All changes in Board policy, annual budget approval and elections to fill vacancies require approval of at least a majority of the Board. All Board members must have 30 days notice of votes to be taken outside of a scheduled Board meeting and have been given a reasonable opportunity to participate in the ballot by means acceptable to a majority of the Board.

Section 6. The Virginia Representative will represent the VSPE Board of Directors in the NSPE House of Delegates. The representative, elected by a two thirds majority of the Board, shall serve a two year term beginning on July 1 of the year elected to office, and end on June 30 of the second year or until their successors have been elected and installed. The House of Delegates Representative will provide written reports to the Board after meeting(s) of the NSPE House of Delegates.

Article 5. Nominations

Section 1. Candidates for election to the Board shall be

licensed members of NSPE and VSPE, and have been a

member of NSPE/VSPE for at least three years. Candidate

members of the Board shall be nominated by the serving

directors or by written nomination of five (5) members of

VSPE. Terms of office will be staggered as much as

practicable. Pending the next regular VSPE election to a term

of office, vacancies on the Board may be filled by majority

vote of the Board members.

Section 2. a. Board of Director elections shall be conducted

by statewide ballot, using such means as necessary to ensure

that all Society members, except Student Members, have

access to a ballot at their address of record. Ballots will be

mailed/posted on the web or by other means not later than 30

days before the ballots are due back for counting. The

schedule for election activities will be specified by the Board

and published three (3) months before the election deadline.

Elected members serve staggered three-year terms. An

incumbent member of the Board may be reelected for an

additional three-year term. A member filling a vacancy as

provided in Article 4, Section 5, above, may be elected to a full

three-year term of office and subsequently for a second

three-year term.

b. Wherein a vacancy exists during an election cycle in which two or more candidates are standing for election for a position on the Board, balloting shall proceed in accordance with these Bylaws. If at the close of the period for receiving nominations as prescribed by the schedule for activities under Article 5, Nominations, Section 2a, the number of candidates is less than or equal to the number of open positions on the Board, it shall not be necessary to process a statewide ballot for the un-contested positions, the candidate(s) being declared elected by the President of the Board at the conclusion of the election schedule.

Section 3. Candidates for election to the Board shall provide,

no later than 60 days prior to the election, statements relative

to their plans for achievement of the VSPE vision and brief

biographical information, to permit dissemination to the VSPE

membership.

Section 4. The Board will use every practicable means to

solicit opinions and ideas that reflect the full diversity of

viewpoints of the members of the VSPE. The Board's objective

is to foster policies and actions that meet the approbation of

the membership.

Article 6. Officers

Section 1. The President of the Board shall be a member of

NSPE and VSPE, be elected by the Board for a one-year

term and will serve as President of the Board as well as

President of VSPE. The President may be reelected for an

additional one-year term. The President shall not be eligible to

serve more than two (2) consecutive terms as President. The

President shall preside at the VSPE annual meeting, Board

meetings, and other meetings as appropriate. A

Vice-President, who shall also be a member of NSPE and

VSPE and fulfill the responsibilities of President during his/her

absences, shall be elected for a one-year term by the Board

to coincide with the term of the President and shall advance to

the position of President upon the completion of his/her term

as Vice-President.

Article 7. APPOINTEES, ADVISORS

AND Executive Director

Section 1. The VSPE President will appoint a Society

Treasurer and a Society Secretary, who will each serve when

confirmed by a majority of the Board and at the pleasure of

the Board, but have no vote unless he or she is also an elected

member of the Board. The Treasurer and Secretary shall

serve at the pleasure of the Board.

Section 2. Advisers to the Board shall be appointed as

necessary by the President and confirmed by majority vote of

the Board. Their function is to advise the Board on special

concerns or issues.

Section 3. The Board shall hire, as necessary, an Executive

Director to execute the policy decisions made by the Board

and any and all administrative functions associated therewith.

Article 8. Chapters

Section 1. Chapters chartered within the VSPE, as well as

committees and task forces that are established from time to

time, are subject to VSPE governance.

Article 9. Committees and Task Forces

Section 1. The Board may appoint committees and task

forces in conformance with NSPE and VSPE policies when

required or desired to promote accomplishment of the VSPE

mission and strategic plan.

Article 10. Meetings

Section 1. An annual meeting will be held for various

purposes which may include, but not be limited to, developing

membership views concerning needed policies; convening

meetings of the committees and task forces; member

professional development; recognition of members or others

for their support of the VSPE and/or NSPE, and for other

purposes to promote the achievement of the mission of the

Society.

Section 2. The Board shall meet at least four times annually

at the call of the President, but no more than half of the

meetings may be by VSPE conference calls or other

electronic means, as specified by a majority of the Board

members. Regular meetings of the Board will be announced in

advance in written publications, the website, and other

reasonable means approved by the Board. Emergency

meetings may be held without notice if a majority of the Board

concurs. Members of the Society may attend board meetings

at their own expense.

Article 11. Fiscal Year

Section 1. The fiscal year of the VSPE will be from July 1

through June 30 each year. A budget for the next year will be

prepared by the Treasurer and be approved by majority vote

of the Board. Approval constitutes authority to disburse funds

as planned, following reasonable and prudent procedures and

policies.

Article 12. Parliamentary Authority

Section 1. The rules contained in the current edition of

Robert's Rules of Order Newly Revised shall govern the

Society in all cases to which they are applicable and in which

they are not inconsistent with these Bylaws and any special

rules of order the Board may adopt.

Article 13. Amendments

Section 1. Amendment of these Bylaws requires the

recommendation of two-thirds (2/3) of the licensed members

of the Board, followed by the two-thirds of the votes cast by

licensed members of the Society voting during the next

regularly scheduled Society election. Amendments may also

be initiated by VSPE members, provided that at least

twenty-five (25) members petition the Board in sufficient time

to permit the proposal to be processed and submitted to the

Society for approval, simultaneously with elections of members

to the Board.

[END]

BACK TO TOP | HOME | Webmaster