By-Laws of the Houston Chapter
HOUSTON CHAPTER AMERICAN CONCRETE INSTITUTE BYLAWS
Article 1 - Purpose
Section 1. The purpose of the Chapter is to further the chartered objectives for which the American Concrete Institute was organized; to further education and technical practice, scientific investigation, and research by organizing the efforts of its members for a non-profit, public service in gathering, correlating, and disseminating information for the improvement of the design, construction, manufacture, use and maintenance of concrete products and structures. This Chapter is accordingly organized and shall be operated exclusively for educational and scientific purposes. In conducting the aforementioned affairs of this Chapter, the Chapter shall pay due attention to all trade regulations and shall not in any manner violate federal or state trade regulations.
Article 2 - Members
Section 1. Chapter membership in any classification, except Affiliate Chapter Members and (Chapter) Honorary Members, are limited to members in good standing in the same classification in the American Concrete Institute. Honorary Members of the American Concrete Institute shall be Honorary Members of the Chapter if their permanent address of record at Institute Headquarters is in the area described in Section 3 below.
Section 2. Chapter membership classifications shall be as follows:
Honorary Member: An Honorary Member shall be a member of the Institute holding that membership classification or be a person of eminence in the field of the Chapter's interest, one who has performed extraordinary meritorious service to the Chapter. An Honorary Member shall have the same rights and privileges as a Member, but shall not be subject to dues. The total number of the Chapter Honorary Members and the election of the same shall be at the discretion of the Chapter Board of Direction. A unanimous vote of the Board of Direction shall be required for election of any Chapter Member as an Honorary Member.
Fellow: A Fellow shall be a member of the Institute holding that membership classification. A fellow shall have the same rights and privileges as a Member but shall not be subject to dues.
A Member shall be:
Organizational Member: A firm, corporation, society, agency of government or other organization may hold membership in the Chapter. An individual shall be designated to represent the organization's membership and that individual may be reassigned at the discretion of the organization but is restricted to a single representative at any one time. An Organizational Member shall have the same rights and privileges as an Individual Member.
Contributing Member: A person, firm, corporation, society, agency of government or other organization that elects to give greater support to the Chapter through the payment of larger dues. A contributing Member, other than a person, shall designate an individual to represent the membership and that individual may be reassigned at the discretion of the Member but is restricted to a single representative at any one time. A contributing Member shall have the same rights and privileges as an Individual Member.
Individual Member: A person representing himself/herself.
Student Member: A person registered as a full time student at an Educational Institution. Student Membership classification must be supported by transcript or other official record from the Institution.
Affiliate Member: Affiliate Chapter Members shall not be members in any classification in the American Concrete Institute and shall be members of the Chapter only.
Section 3. Only those members of the Chapter whose permanent address of record at Institute Headquarters is in the State of Texas, Harris and surrounding counties, shall be permitted to vote or hold office in the Chapter. Affiliate Chapter Members may actively participate in local Chapter Affairs except that they may not hold office within the Chapter, nor vote on propositions before the Institute or the Chapter Membership. Student Members shall not hold any office in the Chapter except the appointed office of Secretary or one elected position of Director, (Note: only one Student Member shall serve on the Board of Direction at any one time). Students may vote as full members in Chapter elections so long as the number of Student Memberships does not exceed twenty percent (20%) of the total Chapter membership. If Student Membership exceeds twenty percent (20%) of the total Chapter membership, student vote shall be prorated to twenty percent (20%) of the total Chapter membership.
Section 4. Requests for change of representatives of Organizational or Contributing Members shall be presented in writing to the Secretary.
Article 3 - Officers
Section 1. The Chapter officers shall be the President, Vice-President, Secretary, Treasurer and six directors. The position of President shall be filled by the ascension of the Vice-President elected the previous year. The Vice-President and two (2) Directors shall be elected from the Chapter membership each year. The Secretary and Treasurer shall be appointed by the Board of Direction each year.
Section 2. The Board of Direction shall consist of the President, Vice-President, most recent available Past-President, secretary, treasurer, and six (6) Directors.
Section 3. Chapter officer positions shall be filled from the concrete industry cross sectional group representation. More than one officer may be selected from a represented group for any term. The groups shall be, but are not limited to, the following: 1. Architectural Society 2. Individual 3. Civil Engineering Society 4. Pavement Contractor 5. Construction Materials Testing 6. Precast/Prestress 7. Consulting Engineer 8. Professional Engineer Society 9. Distributor/Manufacturer 10. Ready Mix Producer 11. Education 12. Research 13. Environmental Engineer 14. Specialty Contractor 15. General Contracting Society 16. Structural Engineering Society 17. Governmental Agencies
Section 4. Approximately 60 days before each annual meeting, the Board shall report to the Secretary the candidates nominated for offices for the coming term. All candidates shall have due regard for diversity of professional and geographical representation. Each candidate for the office of Vice - President, or Director must have given consent to their nomination and be a member in good standing of the Chapter and ACI before the report is published. The Secretary shall cause notice of all such nominations to be transmitted to the membership of the Chapter at least 45 days prior to the next ensuing annual meeting. Additional nominations for offices may be made within 15 days thereafter by petition to the Board of Direction of the Chapter signed by at least 6 members of the Chapter. The complete list of nominations shall be submitted at least 15 days before each annual meeting to the Chapter membership for letter ballot to be canvassed and the result announced at the annual meeting. The candidate for any office receiving the most votes shall be declared elected to the designated office. The committee on Nominations shall consist of Board and the most recent available Past-President of the Chapter shall serve as chairperson.
Section 5. Terms of office shall be as follows: President, one year; Vice - President, one year; Secretary, one year; Treasurer, one year; Directors: three years. A year is here construed as the calendar year, January 1 to December 31.
Section 6. The term of each officer shall begin on January 1 and shall continue through December 31 of the same year unless the term of office is set forth otherwise in the preceding Section 4.
Section 7. A vacancy in the office of President shall be filled by the Vice - President.
Section 8. A vacancy in any office, other than the President, or membership on the Committee of Nominations shall be filled by appointment by the Board of Direction of the Chapter for the unexpired term except as provided in Section 6.
Section 9. In the event of disability of any officer of the Chapter, or neglect in the performance of the duties of the office, the Board of Direction of the Chapter shall declare the office vacant.
Section 10. The Board of Direction of the Chapter shall have general supervision of the affairs of the Chapter. It shall authorize and appoint the chairperson of such administrative and technical committees and assign to them such duties and such authority as it deems needful to carry on the work of the Chapter. At the recommendation of the chairperson, the remaining committee members shall be appointed by the President.
Section 11. There shall be an Executive Committee of the Board of Direction of the Chapter consisting of the President, Vice - President, and the most recent available Past President.
Section 12. The Executive Committee shall manage the affairs of the Chapter during the interim between meetings of the Board of Direction of the Chapter.
Section 13. The President shall perform the usual duties of the office. The President shall preside at the Chapter meetings and at the meetings of the Board of Direction of the Chapter and of the Executive Committee, and shall be ex-officio member of all committees. The Vice-President shall become familiar with the Chapter activities, programs, and operations during the term of office. The Vice - President automatically succeed the office of the President.
The Vice- President shall discharge the duties of the President, if absent. In the absence of the President and the Vice - President, a President Pro Tem, appointed by the Board of Direction of the Chapter shall discharge such duties. Section 14. The Treasurer shall perform such duties, furnish such bond, paid for by the Chapter, and receive such remuneration as shall be determined by the Board of Direction of the Chapter.
The Secretary shall provide the Chapter's membership the notifications for the Chapter's meetings, ballots, and membership applications. The minutes of all meetings of the Board of Direction shall be kept by the Secretary and distributed to all officers of the Board of Direction following the meeting. The Secretary shall perform all duties identified in the Chapter's Bylaws.
Article 4 - Committees
Section 1. The Committees of the Chapter may include and are not limited to the following. Subcommittees may be instituted at the discretion of the Board of Direction. 1. Bylaws 2. Certification 3. Construction 4. Conventions 5. Education, Seminars, and Use of Computers 6. Environmental Concrete Structures 7. Finance, Budget, and Auditing 8. Materials 9. Membership/Public Relations 10. Newsletter 11. Rehabilitation, Special Products, and Special Systems 12. Transportation
Article 5 - Meetings
Section 1. The Chapter may hold an annual business meeting in January of each year and such other meetings as may be authorized by the Board of Direction of the Chapter. The time and place of all meetings shall be fixed by the Board of Direction of the Chapter. Notice at this action shall be sent to all members in advance of such meetings, and this notice shall be sent previous to the date of the annual meeting.
Section 2. The Board of Direction of the Chapter should meet at least three times a year at the time and place fixed by the Board.
Section 3. The Executive Committee shall meet on call of the President or of any three of its members.
Section 4. Twenty percent (20%) of Chapter membership shall constitute a quorum for meetings of the Chapter; five members shall constitute a quorum for meetings of the Board of Direction of the Chapter and three members for meetings of the Executive Committee.
Article 6 - Dues
Section 1. Membership dues in the Chapter shall be set by the Board of Direction for all classes of membership but shall not exceed one-half of the Institute dues for corresponding classifications of membership. Affiliate Chapter members dues shall not be less than those levied on Chapter Individual Members. Dues shall be paid in advance by all members in accordance with a schedule approved by the Chapter Board of Direction.
Section 2. A member in any classification whose dues remain unpaid for a period of six months shall forfeit the privileges of membership and shall be sent notice to this effect by the Treasurer. A member in any classification whose dues are unpaid for a period of 12 months from their due date shall be stricken from the rolls unless otherwise specifically ordered by the Chapter Board of Direction.
Article 7 - Amendments
Section 1. Proposed amendments to these Bylaws, signed by at least twenty Members and presented in writing to the Board of Direction of the Chapter or as recommended by the Board of Direction, shall be mailed to the membership at least 30 days prior to their consideration by the Chapter membership at a scheduled meeting. These amendments may be discussed and amended at the meeting, provided a quorum is present, and be passed to letter ballot by a two-thirds vote of those present. Two-Thirds of the votes cast by letter ballot, canvassed 45 days after mailing ballot forms, shall be necessary for their adoption. Incorporation of adopted amendments into the Chapter Bylaws shall be contingent on approval by the Board of Direction of the Institute.
Article 8 - Indemnification
Section 1. The Houston Chapter of ACI shall indemnify any present or former director, officer, employee, agent, or "heirs and estates" who was or is a party to any threatened, pending or completed action, suit or proceeding against any expenses (including attorney's fees), judgements, fines and amounts reasonably incurred in good faith by such person in connection with such action, suit or proceeding to the full extent permitted by the Texas Nonprofit Corporation Act. Further, the Chapter may indemnify any person in the manner and to the full extent, and shall have such other rights and powers in connection therewith, as may be permitted to the Chapter under the law, including without limitation, the Texas Nonprofit Corporation Act.
Article 9 - Dissolution
Section 1. In case of dissolution of this Chapter, the Chapter Board of Direction shall authorize the payment of all debts of the Chapter, including accruals; and arrange for the distribution of remaining assets, if any, to a technical or professional organization having similar aims and objectives, as shall at the time qualify as an exempt organization or organizations under Section 501 (cX3) of the Internal Revenue Code of 1954 for the corresponding, provision of any future United States Internal Revenue Law. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the Chapter has established its location by mailing address, as recorded with The American Concrete Institute exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purpose.