First adopted by the Chapter March 6, 1936
Revised September 1946, January 1960, May 1969, June 1991, October 2002
WHEREAS, certain Professional Engineers residing in Berks County, in the Commonwealth of Pennsylvania, who have been duly registered according to law by the State Registration Board for Professional Engineers, Land Surveyors and Geologists of the Commonwealth of Pennsylvania, have applied for a Charter giving authority to organize a local Chapter of the Pennsylvania Society of Professional Engineers, and
WHEREAS, the aforesaid Charter giving authority to so organize has been granted by the Board of Directors of the Pennsylvania Society of Professional Engineers, under date of December 18, 1935.
THEREFORE, recognizing that service to the public and to the profession is a fundamental obligation of the professional engineer, the Reading Chapter of the Pennsylvania Society of Professional Engineers does hereby dedicate itself to the promotion and protection of the profession of engineering as a social and economic influence vital to the welfare of the community, the Commonwealth of Pennsylvania, the United States of America and all mankind, and
THEREFORE, in accordance with the aforesaid Charter, the Reading Chapter of the Pennsylvania Society of Professional Engineers does hereby adopt these Bylaws of operation.
BYLAW 1 - NAME
SECTION 1. The name of this organization shall be the Reading Chapter of the Pennsylvania Society of Professional Engineers, hereinafter called the Chapter.
SECTION 2. The Chapter shall be a member Chapter of the Pennsylvania Society of Professional Engineers which is incorporated as a nonprofit organization under the laws of the Commonwealth of Pennsylvania, hereinafter called the State Society or PSPE.
SECTION 3. The State Society and its chapters are members of the National Society of Professional Engineers, a national organization of like aims and purposes, hereinafter called the National Society or NSPE.
SECTION 4. The Chapter subscribes to and supports the State Society "CONSTITUTION AND BYLAWS" and the Code of Ethics of the State Society and the National Society.
BYLAW 2 - OBJECTIVES
SECTION 1. The objectives of the Chapter shall be in harmony with and support of those objectives of the State Society and the National Society and include, but not be limited to, the following:
a. Advance and promote the public welfare.
b. Advance the professional, social, and economic interests of the profession.
c. Strive throughout the profession to make licensure a more meaningful acknowledgment of individual achievement reflected by education and practice, and encourage all qualified engineers to seek the legal status of registration (licensure).
d. Endeavor to unite all qualified engineers in the Chapter area into one organization.
e. Stimulate and develop professional concepts among all engineers.
f. Advance self education and self improvement, and motivate practicing engineers to upgrade and expand their competence through continuing study.
g. Develop civic consciousness in members of the engineering profession, and serve the public good by support of and cooperation with local and other public officials.
h. Represent the engineering profession in civic matters of interest to the Chapter and the profession.
i. Promote high standards of engineering education.
j. Cultivate public appreciation for the work of the engineer through improved public relations.
k. Provide a forum for effective exchange and advancement of knowledge of matters of concern to the profession.
l. Assist well-qualified and properly-motivated young people in obtaining reliable information concerning the profession of engineering.
m. Establish and preserve high standards of ethical conduct and practice by members of the profession.
SECTION 2. These objectives are to be accomplished by encouraging members to: confer and make suggestions regarding matters of policy; cooperate with other chapters, local engineering societies, and civic associations in matters of common interest and public concern; initiate studies of local engineering problems; and foster closer personal acquaintance and a spirit of cooperation amongst engineers and between the engineers and the local community.
BYLAW 3 - JURISDICTION
SECTION 1. The jurisdiction of this Chapter shall extend over and embrace the county of Berks in the Commonwealth of Pennsylvania assigned to it by the State Society, and over such non-resident members as may be from time to time assigned to the Chapter or who may prefer to belong to it.
BYLAW 4 - MEMBERSHIP
SECTION 1. Criteria for membership shall be prescribed by the "CONSTITUTION AND BYLAWS" of the State Society.
BYLAW 5 - DISCIPLINE
SECTION 1. Charges or complaints of alleged violations of the Code of Ethics or of laws and regulations governing the profession may be filed in writing by anyone having factual knowledge of the matters; charges concerning the Bylaws shall be filed by a member in good standing. Each member is responsible to render written reports of factual knowledge of alleged violations of the Code of Ethics. All charges must be filed with the Secretary of the State Society or the Chapter or with the Chair of the Ethical Practices Committee of the State Society or the Chapter.
SECTION 2. An initial informal investigation of alleged violations should be made by the Ethical Practices Committee of the Chapter. When such informal investigation indicates that a formal investigation is warranted, the matter shall be promptly directed to the attention of the State Society President for appropriate action.
BYLAW 6 - AFFILIATED GROUPS
SECTION 1. A Chapter Auxiliary may be established with approval of the Chapter Board of Directors. The purposes of an Auxiliary shall be to assist in promoting the best interests of the professional engineer and the Society. The Auxiliary shall be responsible to the Chapter for its policies including ratification of Operating Rules and Procedures.
SECTION 2. Individuals, organizations, and other legal entities who are otherwise not eligible for membership in the Society and who are interested in furthering the Society’s objectives by their financial support may be invited by the Board to be Sustaining Associates of the Society. Sustaining Associates shall be listed, whenever practical, in Society publications. They shall receive from the Society, all Society publications, the PSPE Annual Roster, and an annual certificate bearing the Society’s seal and signature of the President. Sustaining Associates shall not be voting members of the Society, but shall be entitled to membership rates for the Annual State Engineers Conference.
BYLAW 7 - FISCAL AND ADMINISTRATIVE YEARS
SECTION 1. The fiscal year of the Chapter shall be the calendar year.
SECTION 2. The administrative year of the Chapter shall be July 1 through June 30.
BYLAW 8 - DUES AND ASSESSMENTS
SECTION 1. The Chapter dues shall be as annually determined by the Chapter’s Board of Directors. Dues shall be in addition to those of the State and National Societies and shall include subscription to the Chapter publication.
SECTION 2. The Chapter's portion of the dues collected by the collecting agents will be returned to the Chapter Treasurer.
SECTION 3. The schedule and conditions for dues payment, delinquency, dropping from membership, reinstatement to membership, and full or partial waiver of dues shall be as prescribed by the "CONSTITUTION AND BYLAWS" of the State Society.
SECTION 4. Assessments may be authorized only by vote of the membership. Assessments will only be considered upon a majority vote of the Board or upon petition by 15 Chapter members. Authorization requires a three-fourths vote of Chapter members present at a Chapter meeting, called after approval by the Board, with notice of proposed action being presented at the designated prior meeting and written notice of the intent published in the Chapter's official periodical.
BYLAW 9 - BOARD OF DIRECTORS
SECTION 1. The Chapter shall be administered by a Board of Directors, hereinafter called the Board, which shall consist of the two most recent living Past-Presidents holding current membership in the Chapter, the officers of the Chapter, Chapter Directors, and State Director. Five (5) members of the Board shall constitute a quorum. An affirmative vote of a majority of the Board members present at any regular or duly called meeting shall be required to pass any motion consistent with this or any other provisions of the Chapter Bylaws unless otherwise provided in these Bylaws. No person shall be nominated, elected, or allowed to serve on the Board unless he or she holds current membership in good standing in the Chapter, State Society, and National Society. Voting shall be limited to one vote per Board member regardless of the number of Board positions any one member may hold.
SECTION 2. The Board shall have full authority to carry on the business of the Chapter. It shall be responsible for the direction and general supervision of all matters pertaining to the Chapter. It shall adopt and monitor a budget and cause the accounts of the Treasurer to be audited not less than once a year.
SECTION 3. The Board shall provide for and superintend the publication and distribution of all proceedings or transactions of the Chapter and shall appoint an editor and publish an official periodical for the Chapter.
SECTION 4. The Board shall be empowered to invest and reinvest such funds as may be available for the creation of specified reserve funds. A two-thirds vote of the total Board shall be required to authorize any expenditures from this fund which are other than for investment and reinvestment.
SECTION 5. The State Director shall attend the meetings of the State Society for the purpose of officially participating in the business of the Society to improve communications between the Chapter membership and the Society.
SECTION 6. The Board shall hold at least 6 regularly scheduled meetings annually. It shall hold special meetings at the call of the President or by request of at least five members of the Board. Meetings of the Board may be conducted in person, by means of a telephone or video conference call, or in any combination thereof provided such meetings are in accordance with all other provisions of these Bylaws.
SECTION 7. A notice of any special meeting of the Board shall be mailed to reach each member of the Board, or each member of the Board shall otherwise be notified, at least five days prior to the scheduled date thereof. An agenda and copy of each report and resolution, or other notification or action to be considered at such meeting, shall accompany the notice of the meeting and no other matters shall be considered at such meeting.
BYLAW 10 - ALTERNATE BALLOTS OF THE BOARD
SECTION 1. The President may at any time direct the Secretary to submit any question to the members of the Board by means of a letter ballot or by means of a telephone or video conference call or e-mail.
SECTION 2. Upon direction of the majority of the members of the Board present at any meeting, where less than all members of the Board are present, the Secretary shall submit any question to the members of the Board by means of a letter ballot or by means of a telephone or video conference call or e-mail.
SECTION 3. If a letter ballot is used, a majority of all votes received within 15 days of the mailing of the ballots shall decide the question, provided votes are received from at least two thirds of the total membership of the Board.
SECTION 4. The Secretary shall record, as a part of the minutes of the Board meeting immediately following the date of the close of the balloting question, the date of the mailing and return date of the ballots and the names and votes of all Board members.
SECTION 5. When directed by the President or a majority of the Board present at any meeting, the Secretary shall arrange to have the question submitted to the members of the Board by means of a telephone or video conference call or e-mail
SECTION 6. A majority of the votes cast shall decide the question, provided at least two-thirds of the total membership of the Board participate in the telephone or video conference call. Voting shall be by a call of the roll or e-mail.
SECTION 7. The Secretary shall record minutes of the telephone or video conference call or e-mail, noting the names and votes of all Board members participating, and promptly distribute the minutes to each member of the Board.
BYLAW 11 - OFFICERS
SECTION 1. The Chapter shall have as officers, a President, a Vice President, a Secretary, a Treasurer, a State Director, and 6 Board Members. [Chapter Directors].
SECTION 2. President The President shall have the following duties:
a. Preside at the meetings of the Chapter and the Board of Directors.
b. Be ex officio, a member of all committees.
c. Appoint the chair of each committee.
d. Have general direction of the business of the Chapter.
SECTION 3. Vice President The Vice President, who shall have served previously as an Officer or Director, shall be elected annually and shall act for the President in his absence or, in case of the inability of the President to perform the duties of the President, as determined by the Board, it shall be the duty of the Vice President to prepare programs for the next administrative year.
SECTION 4. Secretary The Secretary shall be elected annually and shall perform such duties as are required by law or as assigned by the Board. The Secretary shall prepare a written record of the proceedings of the Board and any formal proceedings of the Chapter. At the expiration of the term of office, the Secretary shall turn over to the successor, all books, records, documents or other property of the Chapter in his or her custody.
SECTION 5. Treasurer The Treasurer shall be elected annually. The Treasurer shall protect all money and records of accounts of the Chapter, making an annual report of the receipts and disbursements to the Chapter. At the expiration of the term of office, the Treasurer shall turn over to the successor all books, papers, and money belonging to the Chapter, taking a receipt therefor. A full record of the accounts shall be maintained by the Treasurer and the status reported to the Board periodically, with a full accounting as well as an audit report by the Audit Committee provided for each fiscal year.
SECTION 6. State Director The State Director shall be elected for a three year term and shall attend, as the delegate of the Chapter, all State Society meetings and all meetings of the Board of Directors of the State Society reporting for and representing the Chapter. The State Director shall report to the Chapter on activities of the State Society.
SECTION 7. Directors – Six (6) Chapter Directors shall be elected for three (3) year terms, two (2) Chapter Directors elected each year. Each Director shall attend all Chapter and Board meetings and shall be prepared to present progress reports of any assignments.
SECTION 8. Past-Presidents The two most recent living Past-Presidents shall be ex officio members of the Board (with voting privileges) and shall serve in an advisory capacity to
the President and the Board. It shall be the duty of one of the Past-Presidents (in order of precedence) to preside at the Chapter and Board meetings in the absence of the President and Vice President(s).
SECTION 9. All Chapter officers, except as otherwise provided, shall serve for one year or until their successors are elected and installed. The terms of office shall begin at the close of the first Annual Meeting occurring after their election/induction. All other officers and employees shall hold office or position at the pleasure of the Board.
SECTION 10. If a vacancy occurs in the office of the President, the Vice President will serve as President to complete the current administrative year. A vacancy in any other office shall be filled by selection by the Board for the unexpired term of the office vacated.
SECTION 11. In case of the disability or neglect in performance of duty by any officer or Director of the Chapter, the Board shall have the power by a two-thirds vote of its members to declare the office vacant and shall fill the vacancy as provided in Section 12 of this Article.
SECTION 12. Former Officers or Directors may be selected by the Board in accord with Bylaw 11, Section 12, to fulfill the unexpired terms of vacancies on the Board. Former Officers or Directors so selected shall hold office only for the unexpired term of the office vacated. Such tenure shall not preclude nomination for office at the next election.
BYLAW 12 - NOMINATION AND ELECTION OF OFFICERS
SECTION 1. The nomination of officers shall be made by a Nominating Committee. This committee shall be appointed by the President early in the administrative year, and shall consist of at least three (3) members of the Chapter, in good standing, one of whom shall be the most recent living available Past President having current membership in the Chapter, who shall serve as chair of the Committee.
SECTION 2. The Nominating Committee shall report the names of its nominees at the February Chapter meeting. One or more nominations shall be made for each office. No persons serving on the Nominating Committee shall be eligible for nomination except by declaration. The Nominating Committee's report shall be read to the Chapter members a second time at the March Chapter meeting. Other nominations may be made by declaration, following the Nominating Committee's report, by any person holding membership in good standing in the Chapter, provided such declaration is accompanied by an acceptance of the nomination by the nominee, and is filed with the Secretary prior to the close of the March Chapter meeting. Each such declaration must be signed by at least three members in good standing. The nomination process shall end at the close of the March Chapter meeting.
SECTION 3. Letter ballots, bearing the names of all nominees, the ballot position of which shall be determined by lot for each office, and marked with proper voting instructions, shall be distributed by the Secretary to all members at least three weeks prior to April 30 each year, well prior to the end of the administrative year. Election returns, announced at the May Chapter meeting, shall be the result of the letter ballot which shall be delivered to the Nominating Committee, who shall act as the Tellers Committee. Election results shall be determined by a simple majority of eligible votes received by April 30 of each year. In the event of a tie, the earlier location on the ballot shall determine the winner. In the event there is only one candidate for each office, no ballot need be sent to the membership and the Secretary will be instructed to cast one ballot at the close of the April Chapter meeting to elect the slate of the Nominating Committee.
SECTION 4. The Nominating Committee shall endeavor to establish a policy of maintaining reasonable balance among the various branches of engineering and types of employment in selecting nominees for the Board.
SECTION 5. Only Licensed Members may hold the offices of President and Vice President; only Licensed Members and Members may hold other elected offices.
BYLAW 13 - LIMITATIONS AND RESPONSIBILITIES
SECTION 1. The official business of this Chapter shall be transacted in the Chapter's territory in the Commonwealth of Pennsylvania; however, this shall not render invalid the proceedings of any meeting or other Chapter activity that may be authorized by the President of the Chapter, or by a vote of the Board to be held at any other place within the jurisdiction of the State Society, provided said proceedings do not conflict with the provisions of these Bylaws.
SECTION 2. The Chapter shall engage only in such activities as are consistent with professional ideas and ethics provided such activities do not conflict with the provisions of these Bylaws or interfere with the jurisdictional activities of another Chapter.
SECTION 3. In all matters of local concern, the Chapter shall retain full autonomy, but may call upon the State and National Societies for advice, counsel, and assistance.
SECTION 4. The Chapter shall be represented on the Board of Directors and committees of the State Society as provided in the "CONSTITUTION AND BYLAWS" of the State Society.
SECTION 5. The Chapter shall not contract any debt or obligation on behalf of the State Society, unless expressly authorized by the State Society Board of Directors.
BYLAW 14 - COMMITTEES
SECTION 1. Standing Committees and/or Special Committees may be designated by each President to encompass the subject areas including but not limited to those listed below, either individually or grouped to interface as appropriate with comparable committees of the State Society.
b. Auxiliary or may be a Liaison Representative to the Chapter Auxiliary
e. Ethical Practices
g. Legislative and Government Affairs
k. Public Relations
n. Student Chapters
o. Young Engineers
q. Science Fair
SECTION 2. The chair of each standing committee shall be appointed annually by the President. Each appointed chair shall select committee members for his or her committee. The Practice Divisions may appoint such committees as are necessary to carry on their specific activities.
SECTION 3. Each standing committee shall report to the Board its activities at least once annually or more frequently if directed by the President or the Board.
SECTION 4. The President may appoint, limited to the administrative year, other special committees as may be desirable for the conduct of the business of the Chapter. A Liaison Representative shall be appointed to any student chapter chartered by the State Society in the Chapter area.
SECTION 5. No committee shall commit the Chapter or issue a public proclamation or policy news releases without specific authorization from the Board.
SECTION 6. Committees exist for the purpose of implementing the objectives of the Chapter. While it is expected that the leadership and membership of such committees will be members of the Chapter, the inclusion of non members in some circumstances may be appropriate. Effective control of the committee shall be retained by the Board through the chair.
BYLAW 15 - PRACTICE DIVISIONS
SECTION 1. Upon written petition of a group of persons holding membership in the Chapter who have common professional problems and interests, the Board may grant permission to such persons to organize as a Chapter Practice Division corresponding to that of the State Society.
SECTION 2. Practice Divisions may elect as officers a chair, vice chair, and secretary. The chair of any Practice Division may appoint committees necessary for the activities of the division. The chair of any Practice Division will file with the President of the Chapter and submit a copy to the Secretary of the Chapter and the State Practice Division Chair, the minutes of any meeting of such division or of the officers thereof.
SECTION 3. Practice Divisions shall operate under these bylaws and the appropriate State Society Practice Division Rules of Practice. Local operating rules may be developed for approval by the Board. The Board may dissolve a Practice Division after conducting a hearing as to the necessity for such action.
SECTION 4. All actions by practice divisions shall be consistent with the policies of the Chapter, State Society and National Society and the respective practice division.
SECTION 5. Practice divisions serving the Chapter are as follows:
a. Professional Engineers in Construction
b. Professional Engineers in Education
c. Professional Engineers in Government
d. Professional Engineers in Industry
e. Professional Engineers in Private Practice
BYLAW 16 - MEETINGS
SECTION 1. All Chapter meetings shall be held at the time and place determined by the Board. At least six (6) meetings per year shall be held including an annual meeting.
SECTION 2. Special Chapter meetings for the transaction of business of the Chapter may be called by the President upon the President's own volition, upon request by the Board, or upon the written request of 15 members in good standing of the Chapter. Notice of such special meeting must be published a minimum of 15 days in advance, setting forth the specific purpose, the agenda, and noting that no other business will be transacted.
SECTION 3. For meetings of the Chapter involving a formal business agenda twelve (12) individuals shall constitute a quorum for the transaction of business.
SECTION 4. The Annual Meeting of the Chapter shall be held each year during the month of May, or as otherwise determined by 2/3 of Board.
BYLAW 17 - PARLIAMENTARY PROCEDURE
SECTION 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Parliamentary Procedure of the Chapter in all cases in which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order this Chapter may adopt. The Secretary shall have in his or her possession at every meeting, a copy of the current edition of Robert's Rules of Order Newly Revised.
SECTION 2. The order of business at meetings of the Board or Chapter shall be:
a. Call to order and introductory remarks
b. Approval of minutes of previous meeting
d. Reports of officers
e. Reports of committees
f. Unfinished business
g. New business
h. Announcements and notice of schedule of next meeting
i. Program (if any)
SECTION 3. The order of business at the Annual Meeting shall be:
a. Opening ceremonies
b. Approval of the minutes of the previous Annual Meeting
c. Reports of officers
d. Reports of committees
e. Unfinished business
f. New business
g. Report of the Tellers Committee
h. Introduction of officers elected and installation ceremony
i. Program (if any)
BYLAW 18 - OFFICIAL PERIODICAL
SECTION 1. The Chapter shall publish an official periodical.
BYLAW 19 - SEVERABILITY CLAUSE
SECTION 1. Any article or section of these bylaws found to be in conflict with the State Society or National Society "CONSTITUTION" or "BYLAWS" shall be null and void. However, this shall in no way invalidate the remaining articles and sections of these bylaws.
BYLAW 20 - AMENDMENTS
SECTION 1. These Bylaws may be amended by a two-thirds vote of the Board provided that the text of the proposed amendment shall have been mailed or otherwise delivered to each member of the Board at least twenty days before the meeting at which the vote on the amendment will be taken. Letter ballots of the Board are permitted in accord with Bylaw 10. Amendments shall become effective as of the date of adoption by the Chapter and approval of the State Society Board of Directors.
SECTION 2. Amendments proposed by the membership must be considered by the Board when presented to the Secretary in writing and signed by at least five percent of the eligible voting membership as of the end of the prior month.
BYLAW 21 - EFFECTIVE DATE
SECTION 1. These Bylaws shall become effective upon their adoption by the Chapter and the approval of the State Society Board of Directors and thereupon, any previous Bylaws and any prior amendments thereto are repealed. Thereafter, these Bylaws may be amended in the manner prescribed in Bylaw 20.
Adopted on ________________________ by the Reading Chapter.
Approved by the PSPE Board of Directors on ___________________
Revisions: Chapter Approval PSPE Board of