SOUTH CAROLINA SOCIETY OF PROFESSIONAL ENGINEERS
EDUCATIONAL FOUNDATION, INC.
ARTICLE I – CORPORATE SEAL
The seal of the South Carolina Society of Professional Engineers Educational Foundation Inc. (hereinafter referred to as “corporation”) shall be circular and shall have inscribed thereon, within and around the circumference, the following: “South Carolina Society of Professional Engineers Educational Foundation, Inc.” In the center shall be the word “Corporate Seal.”
ARTICLE II – FISCAL YEAR
The fiscal year of the corporation shall be determined at the discretion of the Board of Trustees (hereinafter referred to as “Board”), but in the absence of any such determination it shall be the same as the South Carolina Society of Professional Engineers (hereinafter referred to as “SCSPE”).
ARTICLE III – TRUSTEES AND EX OFFICIO MEMBERS
(A) Trustees shall manage the business and affairs of the corporation. Each Trustee shall have one vote at meetings of the Board of Trustees.
(B) The number of Trustees of the corporation shall be nine. Trustees must be SCSPE members in good standing. The number of Trustees may be increased or decreased by amendments to these Bylaws.
(C)Each of the seven SCSPE Chapters shall be given the opportunity to nominate a Trustee, as set forth herein, the two largest chapters given the opportunity to nominate two Trustees.
(D) Trustees shall serve a term of three years with term years running concurrently with fiscal years.
(E) Trustees term shall be staggered, with the beginning terms as outlined below. This staggered format shall remain in effect until Bylaws are modified.
2007-2010 Coastal/Pee Dee
(F) The SCSPE Board of Directors shall elect the successor Trustees according to procedures approved by the SCSPE Board of Directors or, otherwise, by majority vote of the SCSPE Board of Directors. The successor Trustees must have been nominated by their respective Chapter according to procedures approved by the Chapter or, otherwise, by majority vote of the Chapter Board of Directors and recommended by the residing Board of Trustees according to procedures approved by the Board or, otherwise by majority vote of the Board. Any Trustee may be elected to no more than threeconsecutive terms.
(G)Due to the staggered terms, initial term members shall be as follows:
2006-2009 Trustees 2nd Term
2007-2010 Trustees 1st Term
2008-2011 Trustees 1st Term
(H) Foundation Trustees may be removed by the SCSPE Board of Directors as prescribed by its policies/bylaws. Any vacancy created by the resignation or removal of a Trustee, or otherwise, shall be filled by the SCSPE Board of Directors, as outlined in Article III, Paragraph (F) for the remainder of the un-expired term.
(I) The residing SCSPE President, Educational Foundation Immediate Past President and the residing State MATHCOUNTS Coordinator shall be ex officio members of the Board. An ex officio member, unless duly elected as a Trustee by the SCSPE Board of Directors, shall have none of the privileges of a Trustee.
ARTICLE IV – MEETINGS AND QUORUMS
(A) An annual meeting of the Board of Trustees shall be held in the fourth quarter of each fiscal year to elect officers, set the budget for the next fiscal year, and to carry on such other business as may properly come before the Board. Except for the annual meeting, all other Board meetings may be in the form of electronic conferencing. Any officer of the Board of Trustees may call special meetings.
(B) Notice of meetings of the Board of Trustees stating the place or type, day, and hour of the meeting shall be sent via mail, fax or electronically to each member of the corporation for receipt at least three days prior to the date of the meeting. In the case of a special meeting, the purpose(s) for which the meeting is called shall be included in the notice.
(C) A majority of the number of Trustees in office, present in person or by written or electronic proxy, shall constitute a quorum at any meeting of the Board. If a quorum exists, a majority vote of the Trustees present shall be the act of the Board and shall be sufficient to pass any measure, except that for which a larger number of Trustees is required by the Bylaws or any provision of South Carolina law.
(D) Any action required to be taken at a meeting of the Board of Trustees or any action that could be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action to be taken, is signed by all Trustees before such action is taken. Such consent shall have the same force and effect as a unanimous vote.
ARTICLE V – COMMITTEES
(A) The Board, by a resolution adopted by a majority of all Trustees, may designate two or more Trustees to constitute an Executive Committee. The Executive Committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, except to approve: an amendment of the Articles of Incorporation; a plan of merger or consolidation; a sale, lease, exchange, mortgage, pledge or other disposition of any of the property and/or assets of the corporation; the voluntary dissolution of the corporation; or, the revocation of voluntary dissolution proceedings.
(B) Other committees, with limited authority, may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present.
ARTICLE VI – OFFICERS
(A) The Board shall elect a President, a Vice President, a Secretary and a Treasurer, all of whom must be Trustees, at its annual meeting. Any officer may hold more than one office except that the same person shall not be both President and Secretary. The President, Vice President, Secretary and Treasurer shall serve for a term of one year and may serve one consecutive term if elected to do so by the Board. These officers of the corporation shall have such duties that generally pertain to their respective offices as well as such powers and duties that may be delegated by the Board.
(B) By a resolution adopted by a majority of all Trustees, the Board may appoint honorary officers, who may or may not be Trustees and who may or may not be SCSPE members and who may or may not reside in South Carolina. The resolution must also contain set service terms as well as outline authority and duties.
(C) Any officer may be removed, with or without cause and by majority vote of the Board of Trustees. The Board shall fill vacancies among officers, as appropriate.
(D) The Board may require any or all officers, agents and employees of the corporation to give bond to the corporation with sufficient sureties conditioned on the faithful performance of the duties of their respective offices or positions and to comply with such other conditions that may from time to time be required by the Board. The corporation shall be responsible for all reasonable costs for bonding.
ARTICLE VII – REGISTERED OFFICE AND AGENT
The initial registered office of the corporation shall be P.O. Box 11937, Columbia, SC 29211. The initial registered agent shall be Joe S. Jones, a resident of South Carolina whose business office and address is the same as the registered office.
ARTICLE VIII – AMENDMENTS
(A) The Board, at any annual, regular or special meeting for which a quorum exists, may amend and/or repeal these Bylaws and may make new Bylaws, as it may deem necessary. Amendments, repeal, or new Bylaws shall become effective upon the affirmative vote of a majority of the Board. A minimum of 15 days must pass between the presentation of the amendment proposal to the Board and the vote to approve or disapprove the amendment, repeal or new bylaws proposal.
(B) In the event any portion of these Bylaws is subsequently rendered invalid by act of the General Assembly of South Carolina those portions hereof which are not affected by such legislation shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.
(C) These Bylaws shall become effective upon its adoption in the manner prescribed for voting on amendments and thereupon the previous Bylaws and prior amendments thereto are repealed.
ARTICLE X – DISSOLUTION
(A) The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and IRS application and no part of said funds shall inure, or be distributed, to the Foundation members or Trustees. On dissolution of the Foundation any funds remaining shall be distributed to one or more regularly organized and qualified charitable, education, scientific or philanthropic organizations to be selected by the Board.
Adopted: September 18, 2009 Last Amended: September 18, 2009