BYLAWS OF THE
STRUCTURAL ENGINEERS ASSOCIATION OF TEXAS, INC.
ARTICLE II – MEMBERS
Section 1. Registered Office. The initial registered office of the corporation is at the place designated in the Articles of Incorporation. The State Corporation Board may from time to time designate by resolution any other place as the registered office of the corporation.
Section 2. Other Offices. The corporation may also have offices at places within the State of Texas as the State Corporation Board may from time to time determine or the business of the corporation may require.
ARTICLE II – MEMBERS
Section 1. Class of Members. The corporation shall have the following classes of members: structural engineer members, associate members, graduate engineer members, structural engineering educator members, student members, affiliate members, retired members, corporate members (platinum, diamond and standard), corporate members – affiliate (platinum, diamond and standard), and structural engineer members (out of state).
Section 2. General Qualifications. Every member of the corporation shall be an individual of good character and reputation.
Section 3. Structural Engineer Members. At the time of admission, a structural engineer member shall be a licensed professional engineer in the State of Texas, shall be regularly engaged in structural engineering work and shall be qualified to practice, design, and direct engineering work.
Section 4. Associate Members. At the time of admission, an associate member shall be a licensed professional engineer in the State of Texas, shall be regularly engaged in structural or allied engineering work, and shall be qualified to practice structural or allied engineering work.
Section 5. Graduate Engineer Members. At the time of admission, a graduate engineer member shall have graduated from an accredited college or university, shall have passed the NCEES Fundamentals (i.e., the EIT) Examination. A graduate engineer member must transfer to the appropriate membership classification upon becoming eligible for another membership grade.
Section 6. Structural Engineering Educator Members. At the time of admission, a structural engineering educator member shall be employed as a full-time educator (in the area of structural engineering or architectural engineering) by an accredited college or university, who has expertise in an area or areas of structural engineering or architectural engineering theories.
Section 7. Student Members. At the time of admission, a student member shall be enrolled in and attending an accredited college or university. A student member shall cease to be a student member upon graduation or upon termination of enrollment but, if eligible, may transfer to another class of membership.
Section 8. Affiliate Members. At the time of admission, an affiliate member shall be an individual who, by scientific achievements or practical experience, has attained a position in a professional knowledge and practice. An affiliate member shall cease to be an affiliate member if the qualifying position ends.
Section 9. Retired Members. An affiliate member is a member or company that provides professional product or knowledge to the profession of structural engineering.
Section 10. Structural Engineer Members (out of state). At the time of admission, a structural engineer member (out of state) shall be a licensed professional engineer in at least one state in the United States and shall be regularly engaged in structural engineering work and shall be qualified to practice, design, and direct engineering work.
Section 11. Corporate Member. At the time of admission, a corporate member shall be an engineering or engineering and architectural firm offering structural engineering services which has at least one principal licensed as a professional engineer who is currently or qualifies as a Structural Engineer member or Associate member of SEAoT.
Corporate Members may nominate the following number of members:
Platinum – Up to 20 company employees (including the Principal)
Diamond – Up to 10 company members (including the Principal)
Standard – up to 5 members (including the Principal)
These members will be classified as Corporate Structural Engineer, Corporate Associate or Corporate Graduate Engineer according to the definitions in Section 3-5 respectively.
Section 12. Corporate Member (Affiliate).
At the time of admission, a corporate member (affiliate) shall be a company whose primary focus is on supplying products and services to Structural Engineers and the Structural Engineering profession.
Corporate Members Affiliates may nominate the following number of members:
Platinum – Up to 30 company employees
Diamond – Up to 10 company employees
Standard – up to 5 company employees
These members will be classified as Corporate Member Affiliate or Corporate Member Affiliate Graduate Engineer according to the definitions in Section 5 and 8 respectively.
Section 13. Membership Application of Members.
On receipt of an application, the State Executive Director will:
- Verify that the applicant is licensed in the State of Texas (or out of state if an Out of State applicant) through the relevant Government Board of Professional Engineers and is in good standing.
- If applicable, verify that the company is a licensed engineering or engineering/architectural firm.
- Verify that the applicant qualifies for the class of membership proposed.
- Confirm that the applicant has paid all initiation fees, current dues, and other assessments made by the State Corporation Board and by the governing board of the applicant’s selected chapter.
The Executive Director will then:
- Notify the applicant that his/her application has been approved (on verification of the relevant information) or
- Contact the applicant if there are elements with the application that need clarification before it can be approved, or
- Contact the relevant chapter if there are issues with the application that render it contrary to the requirements specified in the bylaws and which cannot be resolved by the Executive Director and/or applicant.
Section 14. Disqualification. A member ceases to be member of the corporation and of the chapter if the member fails to pay timely all current dues and other assessments made by the State Corporation Board or by the governing board of the chapter or if the member fails to maintain the qualifications for membership. The governing board of the chapter shall determine the question of disqualification.
Section 15. Removal. A member is removed as a member of the corporation and of the chapter by the affirmative vote of two-thirds of the structural engineer members of the chapter present in person. Removal proceedings may be initiated by the governing board of the chapter or by any five structural engineer members of the chapter. The member to be removed shall be given written notice of the reasons justifying removal at least thirty (30) days before the meeting at which the removal proposal will be presented for a vote.
Section 16. Reinstatement. Former disqualified members may be reinstated upon payment of the initiation fee and current dues.
Section 17. Roster. The Secretary shall send out a list of members to all current members at least once per year.
ARTICLE III – STATE CORPORATION BOARD
Section 1. State Corporation Board. The business and affairs of the corporation shall be managed by its State Corporation Board, which may exercise all the powers of the corporation and do all the lawful acts and things as are not proscribed by the Texas Non-Profit Corporation Act, by the Articles of Incorporation or by these Bylaws directed or required to be exercised by the members.
Section 2. Number and Election of Officers and Directors. The State Corporation Board shall be comprised of a President, President-Elect, Past President, (as voting members) a Secretary and Treasurer (as non-voting members) of the corporation and two Directors (as a voting member) from each chapter.
Section 3. Officers. Each year a structural engineer member shall be nominated by a designated chapter to be President-Elect of the State Corporation Board on a rotation basis as scheduled by the State Corporation Board. The nominee shall be approved or rejected at the annual meeting of the State Corporation Board. The President–Elect shall automatically become the President during the following annual meeting with the successful approval of a new President-Elect. Upon the successful completion of all annual duties, the President shall automatically become the Past President. The Secretary and Treasurer shall be selected by the State Board from the general membership of the Corporation. The President, President-Elect, and Past President shall each be members in good standing, each from a different Chapter.
Section 4. Directors. Each chapter shall elect two directors and an alternate director to represent the chapter on the State Corporation Board. Every Director shall be a structural engineer member, associate member or structural engineering educator member of the chapter that elected them. After the initial election of Directors pursuant to the establishment of a new chapter, each year one Director shall be elected by each chapter at a meeting of the chapter so that the term of the Directors elected by a chapter shall be two years but shall overlap. The term of office of newly elected Directors begins the January after their election, and expires upon the term of their elected successor.
Section 5. Vacancies. Any Director may be removed, either with or without cause, at any meeting of members of the chapter that elected the Director by the affirmative vote of two-thirds of the Structural Engineer members of the chapter, present in person at the meeting, and entitled to vote for the election of the Director proposed to be removed, provided notice of the intention to act upon this matter has been given in the notice calling the meeting. If any Officer vacancies occur in the State Corporation Board caused by death, resignation, disqualification or removal from office or otherwise, a majority of the Officers and Directors then in office, though less than a quorum, may choose a temporary successor or successors, until the chapter that nominated the vacating Officer shall nominate a successor. If any Director vacancies occur in the State Corporation Board caused by death, resignation, disqualification or removal from office of any Director or otherwise, then the Alternate Chapter Director shall fill the position until the chapter that elected the vacating Director elects a successor or successors. Each successor Officer or Director chosen shall be elected for the unexpired term of the predecessor in office.
Section 6. Meetings. The State Corporation Board of the corporation shall hold its meetings, both regular and special, within the State of Texas. The number, time and location of meetings shall be set by the State Corporation Board. However, a minimum of three (3) meetings shall be held each year, with one meeting, designated as the annual meeting, being scheduled during the annual state conference. The first meeting of each newly elected State Corporation Board shall be held as soon as possible during the first quarter of the new year.
Section 7. Regular Meetings. Regular meetings of the State Corporation Board may be held without notice, at the time and place as shall from time to time be determined by resolution of the State Corporation Board.
Section 8. Special Meetings. The President on at least three days notice to each Director may call special meetings of the State Corporation Board Special meetings shall be called by the President or Secretary in the same manner and with the same notice on the written request of any Director. The purposes of any special meeting shall be specified in the notice or any waiver of notice.
Section 9. Quorum. At all meetings of the State Corporation Board the presence of a majority of the number of voting Officers and Directors fixed by these Bylaws constitutes a quorum for the transaction of business, and the affirmative vote of at least a majority of the voting Officers and Directors present at any meeting at which there is a quorum is the act of the State Corporation Board, except as may be otherwise specifically provided by the Texas Non-Profit Corporation Act, the Articles of Incorporation, or by these Bylaws. If a quorum is not present at any meeting of the State Corporation Board, the Officers and Directors present at the meeting may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present. Proxy voting by Officers or Directors of the corporation is prohibited.
Section 10. Committees. The State Corporation Board may, by resolution passed by a majority of the State Corporation Board, designate committees, each committee to consist of two or more individuals, one who is a Director or Officer of the State Corporation Board. Each Director or Officer may be a member of one or more committees, which committees have the power and authority and shall perform the functions as authorized in the resolution. These committees have the names as designated by the State Corporation Board and keep regular minutes of their proceedings and report the same to the State Corporation Board when required.
Section 11. Compensation of Officers and Directors. Officers and Directors, as such, may not receive any salary for their services. Expenses of attendance, if any, are allowed for attendance at each regular or special meeting of the Board. The State Corporation Board may authorize the payment or reimbursement of expenses actually incurred by an officer or agent of a chapter in the scope of duties for the Corporation.
ARTICLE IV – CHAPTERS
Section 1. Establishment. The State Corporation Board, may, from time to time, establish chapters of the corporation, which shall be named after the principal city or geographical location of the chapter.
Section 2. Formation. Any five Structural Engineer members of the corporation may petition the State Corporation Board to establish a new chapter of the corporation. If the State Corporation Board agrees that there is sufficient membership to justify a new chapter, the State Corporation Board shall establish the new chapter and re-designate the territorial areas of any other chapters affected by the creation of the new chapter.
Section 3. Chapter Membership. Upon the initial formation of the chapter, each member of the corporation residing in the geographical location of the new chapter shall have the option of joining the newly established chapter by filing a declaration with the secretary of the corporation. Transfer of membership from one chapter to another shall be governed by the Bylaws of the affected chapters.
Section 4. Chapter Organization. The structural engineer members of a chapter may elect officers, and adopt, amend, or repeal its own internal Bylaws. The chapter shall have the same membership classifications as are described in these Bylaws. In the event of a conflict between the Articles of Incorporation or these Bylaws and the Bylaws of a chapter, the Articles of Incorporation and these Bylaws shall prevail.
Section 5. Abolition. If a chapter ever has fewer than five structural engineer members, or if, in the judgment of the State Corporation Board, a chapter has failed, after proper notice to the governing board of the chapter, to carry out the purposes and objectives of the corporation, the State Corporation Board may abolish the chapter, redesignate the territorial areas of any other chapters affected by the abolition of the chapter, and reassign the members of the abolished chapter to other chapters.
Section 6. Officers Qualifications. The President, President-Elect, and Past President shall be Structural Engineer members. All other officers shall be either structural engineer members, associate members, structural engineering educator members, or affiliate members. The offices may include one or more Secretaries or one or more Treasurers. The same person may hold two or more offices, except that the same person may not hold the offices of President and Secretary, or President and Treasurer.
Section 7. Other Officers and Agents. Other officers and agents may be appointed or elected as deemed necessary, who shall be appointed or elected for the terms and shall exercise the powers and perform the duties as may be determined from time to time by the Chapter Board.
Section 8. Election and Term. The members shall elect officers as provided by the by-laws of chapter. Each shall hold office until a) resignation, b) removal from office, c) election and qualification of the successor, or d) death. Term of office shall coincide with the State Corporation Board terms.
Section 9. Voting. Only Structural Engineer, Associate, or Structural Engineering Educator members shall be entitled to vote in meetings of the members. Proxy voting by Officers or Directors is prohibited.
Section 10. Compensation. Chapters may compensate their officers, State Corporation Directors and agents for their expenses as officers and agents of the chapter.
Section 11. Removal. Any officer or agent elected or may be removed at any time, with or without cause, by the affirmative vote of a majority of the chapter. Likewise if the office of any officer or agent becomes vacant for any reason, the Chapter Board may appropriately fill the vacancy for the remaining term length.
Section 12. Meetings. All chapter meetings shall be held in the State of Texas, at the place as may be fixed from time to time by each chapter board.
Section 13. Annual Meeting. An annual meeting of the member shall be held during each calendar year, at a date and time as may be fixed by the Chapter Board. At the annual meeting, the members shall elect new officers and directors and transact any business as may properly be brought before the meeting.
Section 14. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by the Texas Non-Profit Corporation Act, or by these Bylaws, may be called by the President or the governing board, or shall be called by the President or Secretary at the request in writing of Structural Engineer, Associate or Structural Engineering Educator members having not less than one-tenth of the votes entitled to be cast at the meeting. This request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting.
Section 15. Notice. Written or printed notice stating the place, day and hour of any meeting of the members shall be delivered not less than one week prior to the meetings. In the case of a special meeting, addition, the purpose or purposes for which the meeting is called shall be included, and shall be delivered not less than ten or more than fifty days before the date of the meeting. In all cases distribution shall be by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each member entitled to vote at the meeting.
Section 16. Quorum. One-tenth of the Structural Engineer membership, present in person, constitutes a quorum at all meetings of the members for the transaction of business except as otherwise provided by the Texas Non-Profit Corporation Act, or by these Bylaws. If however, a quorum is not present at any meeting of the members, the members entitled to vote at the meeting, present, have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 17. Voting. When a quorum is present at any meeting, the vote of a majority of the members having voting power present in person at the meeting shall decide any question brought before the meeting, unless the question is one upon which, by express provision of the Texas Non-Profit Corporation Act, or these Bylaws, a larger majority is required, in which case the express provision governs the decision of the question. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 18. List of Members. At least ten days before each meeting of members, a complete list of the members entitled to vote at the meeting, arranged in alphabetical order, with the address of and the type of membership held by each, shall be prepared by the Chapter Board. This list, for a period of ten days prior to the meeting, shall be kept on file at the office of the Chapter and is subject to inspection by any member at any time during usual business hours. This list shall be produced and kept open at the time and place of the meeting during the whole time of the meeting and is subject to the inspection of any member who may be present.
ARTICLE V – NOTICES
Section 1. Form of Notice. Whenever under the provisions of the Texas Non-Profit Corporation Act, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Officer, Director or member, and no provision is made as to how the notice is given, it shall not be construed to mean personal notice, but any notice may be given either personally, in writing, by postal service or electronic mail, addressed to the Officer, Director or member at the address as appears on the books of the corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the notice is deposited with the postal service as provided in this Section.
Section 2. Waiver. Whenever any notice is required to be given to any member, Officer, Agent or Director, under the provisions of the Texas Non-Profit Corporation Act, the Articles of Incorporation, or these Bylaws, a waiver of the notice in writing signed by the person or persons entitled to the notice, whether before or after the time, stated in the notice is deemed equivalent to the giving of the notice.
Section 3. Consents. Any action that may be taken at a meeting of the members or board of the corporation or Chapter may be taken without a meeting if a consent in writing setting forth the actions so taken is signed by all the members, Officer, or Directors entitled to vote with respect to the subject matter of the actions, and this consent has the same force and effect as a unanimous vote of members Officers, or Directors.
Section 4. Electronic Meetings. Members, Officers, or Directors may participate in and hold a meeting of the Chapter or State Corporation Board by means of a conference telephone, internet forum, or similar communication equipment by means of which all persons participating in this meeting can communicate with each other, and participation in this type of meeting constitutes presence in person at the meeting except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Electronic meetings may not be used to substitute for any of the mandatory State Corporation Board meetings, unless travel or gatherings are affected by government regulations.
ARTICLE VI – DUTIES OF THE OFFICERS
[Corporation and Chapter]
Section 1. President. The President shall preside at all meetings of the board or members, and shall be responsible for the general and active management of the business of the appropriate governing board.
Section 2. President-Elect. The President-Elect shall preside in the absence or disability of the President, and perform the duties and exercise the powers of the President. The President-Elect has the other powers and shall perform the other duties as the President may from time to time delegate to the President-Elect.
Section 3. Past President. The Past President shall perform the duties as the President may from time to time delegate to the Past President.
Section 4. Secretary. The Secretary shall attend all sessions of the board and all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meeting of the board, and shall perform such other duties as may be prescribed by the board or the President. The Corporation Secretary shall keep in safe custody the seal of the corporation.
Section 5. Assistant Secretaries. Each Assistant Secretary has the powers and shall perform the duties as the Board may from time to time prescribe or as the President may from time to time delegate to that Assistant Secretary.
Section 6. Treasurer. The Treasurer has the custody of all appropriate funds and securities of the governing board. The Treasurer shall keep full and accurate accounts of appropriate receipts and disbursements of the governing board and shall deposit all moneys and other valuable effects in the name, and to the credit of, the governing board in the depositories as may be designated by the governing board.
The Treasurer shall disburse the funds of the governing board as may be ordered by the governing board taking proper vouchers for these disbursements, and shall render to the Officers and Directors, at the regular meetings of the governing board or whenever required by the governing board, an account of all the transactions of the Treasurer and the financial condition of the governing board. The Treasurer shall perform the other duties as the governing board may prescribe.
Section 7. Assistant Treasurers. Each Assistant Treasurer shall have the powers and perform the duties as the governing board may from time to time prescribe.
Section 8. Bonding. If required by the State Corporation Board, all or certain of the officers shall give the corporation a bond in the form, in the sum, and with the surety or sureties as shall be satisfactory to the State Corporation Board, for the faithful performance of the duties of their offices and for the restoration to the corporation, in case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the corporation.
ARTICLE VII – CERTIFICATES
Section 1. Form of Certificates. Certificates, in the form as may be determined by the State Corporation Board, representing membership in the corporation shall be delivered to each member. These certificates shall be entered in the books of the corporation as they are issued. Each certificate shall state on the face of the certificate the member’s name and class of membership. They shall be signed by the President or President-Elect and the Secretary or an Assistant Secretary, and may be sealed with the seal of the corporation or a facsimile of the seal.
Section 2. Lost Certificates. The State Corporation Board may direct that a new certificate be issued in place of any certificate previously issued by the corporation alleged to have been lost or destroyed.
ARTICLE VIII – GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal and operational year of the corporation coincides with the calendar year.
Section 2. Seal. The corporation has a seal, and this seal may be used by causing it or a facsimile of the seal to be impressed, affixed, reproduced, or otherwise copied. Any officer of the corporation has authority to affix the seal to any document requiring it.
Section 3. Indemnification. The corporation shall indemnify any Director, officer, agent or employee, or former Director, officer, agent, or employee of the corporation against expenses actually and necessarily incurred and any amount paid in satisfaction of judgments in connection with any action, suit or proceedings, whether civil or criminal in nature, in which the member or employee is made a party by reason of being or having been such a Director, officer, or employee (whether or not a Director, officer, agent, or employee at the time such costs or expenses are incurred by or imposed) except in relation to the matters as to which the member or employee shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The corporation may also reimburse to any Director, officer, agent, or employee the reasonable costs of settlement of any action, suit or proceeding, if it shall be found by a majority of the committee of the Directors not involved in this matter of controversy, whether or not a quorum, that it was to the interest of the corporation that the settlement be made and that the Director, officer, agent, or employee was not guilty of gross negligence or willful misconduct. These rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which the Director, officer, or employee may be entitled by law or under any Bylaw agreement, vote of members, or otherwise.
Section 4. Annual Statement. The State Corporation Board shall present at each annual meeting, or when called for by vote of the members at any special meeting of the members, a full and clear statement of the business and condition of the corporation.
Section 5. Checks. All checks or demands for money and notes of the corporation shall be signed by the officer or officers or the other person or persons as the State Corporation Board may from time to time designate. Likewise, all checks or demands for money and notes of the chapter shall be signed by the officer or officers or the other person or person as the Chapter Board may from time to time designate.
Section 6. Fees and Dues. The State Corporation Board may, from time to time, fix an initiation fee and the annual dues of the members of the corporation and may exempt honorary members from the payment of these fees and dues. In addition, the State Corporation Board may fix dates after which an initiation fee or annual dues become delinquent and may prescribe the procedures for disqualification for nonpayment of annual dues owing to the corporation or a chapter. The governing board of a chapter may fix the annual dues of a chapter.
Section 7. Fiscal Supervision. The State Corporation Board and the Chapter treasurer shall exercise control over the finances of each chapter so that the tax-exempt status of the corporation may be maintained. The State Corporation Board may require financial reports from a Chapter at such times and in such form as the State Corporation Board may direct.
ARTICLE IX – BYLAWS
Section 1. Amendments. These Bylaws may be altered, amended, or repealed at any meeting of the State Corporation Board at which a quorum is present, by the affirmative vote of a majority of the members present at the meeting, provided that a quorum is present and that notice of the proposed alteration, amendment, or repeal is contained in the notice of the meeting. The members of the corporation expressly delegate the power to alter, amend, or repeal these Bylaws to the State Corporation Board, but also expressly retain the power to revoke this delegation of power by the affirmative vote of a majority of the structural engineer members of the corporation present at a membership meeting, provided that notice of this action is contained in the notice of the meeting.
REVISED AND RESPECTIVELY SUBMITTED MAY 20, 2016.