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Amended and restated as of June 2009
| Section 1. Name and Object | Section 2. Administration | | Section 3. Officers | Section 4. National President | | Section 5. Vice-Presidents | Section 6. National Secretary | | Section 7. National Treasurer | Section 8. Student Representatives | | Section 9. Board of Directors | Section 10. Committees | | Section 11. Membership | Section 12. Membership Fees | | Section 13. Annual Meeting of Members | Section 14. Termination of Membership, Recall of Board Members and Vacancies | | Section 15. Liability of Members | Section 16. Election of Officers | | Section 17. Donations | Section 18. Professional And Student Chapters | | Section 19. Miscellaneous Provisions | Section 20. Fiscal Year | | Section 21. Regional Governing Structure | Section 22. Annual Report to Members. | | Section 23. Annual Statement of Certain Transactions and Idemnification’s. | Section 24. Amendments | Section 1. Name and Object
1.1 Name of the Corporation. The name of the Corporation shall be: The Society of Hispanic Professional Engineers, Incorporated hereafter referred to as “SHPE” or the ”Corporation”. 1.2 Objects of the Corporation. The specific and primary purposes, for which the Corporation was formed, as set forth in its Articles of Incorporation, are:
(a) To advance Hispanic scientists and engineers in employment, education, and economic and social welfare;
(b) To improve the quality of education and training programs preparing Hispanic students to become professional engineers and scientists;
(c) To implement programs benefiting Hispanics seeking to become engineers and scientists; and
(d) To increase the number of Hispanics entering the field of engineering and science.
Section 2. Administration 2.1 General Corporate Powers. Subject to the provisions of the California Corporations Code and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the National Board of Directors (here in after referred to as the “Board” or “Board of Directors”).
2.2 Make-up of the Board. The Board shall have 14 members, consisting of all of the officers of the Corporation, as defined in Section 3.1 below, excluding the Executive Director. Section 3. Officers 3.1 List of Officer Positions. The Corporation’s officers shall consist of a National President, a National Vice President, a National Secretary, a National Treasurer, a National Undergraduate Representative, a Vice National Undergraduate Representative, a National Graduate Representative, the Regional Vice Presidents and an Executive Director.
3.2 Executive Director. The Executive Director shall be selected by, and serve at the pleasure of, the Board of Directors, shall act as the chief executive officer of the Corporation and shall manage the day-to-day affairs of the Corporation under the direction of the Board of Directors. The Executive Director is not a member of the Board of Directors, but he/she shall attend its meetings. In the absence of an Executive Director the President will act as the Executive Director.
Section 4. National President
4.1 The National President shall be the Board chairperson presiding over all meetings of the Board, shall represent and be the official spokesperson for, the Corporation, and shall have such other powers and duties as prescribed by the Board. In addition, the President may appoint any qualified member to fill a vacated Board position until the Board can take action as per Section 14.5. As board chair person, the National President shall not participate in voting unless there is a deadlock on the Board, in which case he/she shall have 1 vote in order break the deadlock on the board.
Section 5. Vice-Presidents
5.1 National Vice-President. The National Vice-President assists the National President in all business concerning the Corporation and shall act as National President in the latter absence or in the event that the national president is unable to complete the term. He/she shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. He/she shall have one vote on the Board.
5.2 Regional Vice-Presidents. The Regional Vice-Presidents shall represent the membership within their respective regions. They shall communicate the business of their regions to the Board and vice versa. They will meet with the professional chapter representatives within their region at least twice a year. They will coordinate and participate in the development of regional policy pending Board approval as necessary. They shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. Each Regional Vice President (RVP) will have one (1) vote on the Board.
Section 6. National Secretary
6.1 The National Secretary shall keep a record of all proceedings; keep the corporate seal and book of blank membership certificates; fill out and countersign all certificates issued and make proper entries in the books of the Corporation; and serve all notices required by law or the Bylaws of the Corporation. He/she shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. He/she shall have one vote on the Board.
Section 7. National Treasurer
7.1 The National Treasurer shall act as the chief financial officer of the Corporation and shall monitor the collection of dues, the disbursement of authorized funds and the banking and accounting of all Corporation funds. The Treasurer shall make semiannual financial reports listing all liabilities and assets of the Corporation to the Board of Directors. He/she shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. He/she shall have one vote on the Board.
Section 8. Student Representatives
8.1 National Undergraduate Representative. The National Undergraduate Representative (NUR) shall represent the undergraduate student membership. He/she shall be a member of the standing committee, National Affairs Committee. He/she shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. He/she will preside over the Student Assembly (defined in Section 21.3), subject to procedures, which may be adopted from time to time by the Board of Directors, and he/she shall have one vote on the Board.
8.2 Vice National Undergraduate Representative. The Vice National Undergraduate Representative (VNUR) shall assist the NUR in the performance of his/her duties. He/she shall be a member of the standing committee, National Affairs Committee. The Vice National Undergraduate Representative assumes the duties of the National Undergraduate Representative in his/her absence. He/she shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. He/she shall have one vote on the Board.
8.3 National Graduate Representative. The National Graduate Representative (NGR) shall represent the graduate student membership. He/she shall be a member of the standing committee, National Affairs Committee. He/She shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. He/she will preside over the Student Assembly (defined in Section 21.3), subject to procedures, which may be adopted from time to time by the Board of Directors, and he/she shall have one vote on the Board.
Section 9. Board of Directors
9.1 General Powers of the Board. The Board of Directors shall manage the business of the Corporation, subject to the restrictions imposed by law, by the Articles of Incorporation or by these Bylaws. The Board of Directors may exercise all the powers of the Corporation.
9.2 Specific Powers of the Board. The Board of Directors shall have the following powers:
9.2.1 To adopt and/or alter a common seal of the Corporation.
9.2.2 To make and change regulations consistent with these Bylaws.
9.2.3 To appoint and remove, all agents and employees of the Corporation, prescribe their duties, fix their compensation and require fidelity bonds.
9.2.4 To pay for any property purchased by the Corporation either wholly or partly in money, bonds, debentures or other securities of the Corporation. 9.2.5 To borrow money, transact all legal business in respect to making and issuing notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust, trust agreements and to do every act necessary to effectuate the same.
9.2.6 To appoint committees in accordance with these Bylaws and to define the powers and duties of the committees.
9.2.7 To select and designate banks or trust companies as official depositories for funds and to prescribe and order the manner in which deposits or withdrawals are made.
9.3 Compensation of Directors. Directors shall not receive any stated salary for their services. Nothing herein contained shall be construed to not allow any director from serving the corporation in any capacity and receiving compensation thereof.
9.4 Regular Meetings of the Board. Regular meetings of the Board shall be held at such dates, times and locations as shall from time to time be fixed by the Board; provided, however, that the Board shall meet at least six (6) times during the fiscal year. Such regular meetings fixed by the Board may be held without notice.
9.5 Special Meetings.
9.5.1 Authority to call. Special meetings of the Board for any purpose may be called at any time by the National President, the National Vice President, or any two directors.
9.5.2 Notice. Special meetings of the Board shall be held upon four days' notice by first-class mail or 48 hours' notice delivered personally or by telephone, including a voice messaging system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. The notice shall state the time and place for the meeting. Such notice, however, need not specify the purpose of the meeting.
9.6 Participation in Board Meetings Without Being Physically Present. Members of the Board may participate in any meeting of the Board through the use of conference telephone, electronic video screen communications, or other communications equipment. Directors who participate in such a manner shall be deemed to be present in person at any such meeting if all of the following apply:
9.6.1 Each member participating in the meeting can communicate with all of the other members concurrently.
9.6.2 Each member is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken by the Corporation.
9.6.3 To the extent required by the California Corporations Code, the Corporation verifies, in a manner approved by the Board, both of the following:
(a) A person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the Board meeting; and
(b) All statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a director.
9.7 Quorum. Two-thirds of the directors (excluding vacant positions) shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 8.9 of these Bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, subject to the provisions of the California Corporations Code. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
9.8 Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
9.9 Adjournment. A majority of the directors present, whether or not constituting a quorum may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
9.10 Action without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the board. For purposes of this section, "all members of the Board" shall not include any "interested director" as defined in the California Corporations Code.
9.11 Duties and Liabilities of Directors.
9.11.1 A director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
9.11.2 In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One or more officers or employees of the Corporation whom the director believes to be reliable and competent in the matters presented;
(b) Counsel, independent accountants, or other persons as to matters which the director believes to be within such person's professional or expert competence; or
(c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
9.11.3 A person who performs the duties of a director in accordance with this Section 8.11 shall have no liability based upon any alleged failure to discharge the person's obligations as a director.
9.11.4 A board member must be in good standing for the duration of their term.
9.11.5 The National Undergraduate Representative , Vice National Undergraduate Representative shall be a student member in good standing for the duration of their term. The National Graduate Representative shall be a full-time student member in good standing for the duration of their term.
Section 10. Committees 10.1 Creation and Types of Committees. The Board may, by resolution adopted by a majority of the number
of directors then in office, provided that a quorum is present, create any number of committees, to serve at the pleasure of the Board. The President may nominate any member to chair such a committee. A nominee shall be appointed by simple majority approval from the Board of Directors. There are two types of committees: standing and ad-hoc. A standing committee is any committee listed in the policy-defining committees and shall have a specific agenda defined through a policy. A National Affairs Committee, Human Resources Committee and the Social and Nominations Committee shall be standing committees of the Board. Any committee that is not a standing committee is an ad-hoc committee. The agenda for an ad-hoc committee shall be defined by the President and approved by simple majority from the Board. 10.2 Duties and Responsibilities. The President shall establish a written plan for duties and responsibilities of the committees by the first Board meeting.
10.3 Changes in Duties and Responsibilities. The Board shall have the power to change the agenda for a particular standing committee by revising the proper policy.
10.4 Vacancies in Committee Chair Positions. The President shall have the power to appoint a temporary chair to a vacated committee chair position until the Board can take action.
Section 11. Membership
11.1 Types/Classes of Membership. The membership shall be composed of the following types. Professional, Associate, Honorary, Undergraduate Student and Graduate Student. The criteria for eligibility of any person or entity to become one of the types of members described above, in addition to acceptance of his, her or its application by the Corporation and payment of such dues as may be set by the Board, is set forth below. Persons residing in the International Region (Region 8) shall be eligible to become Associate Members or Honorary Members only and shall not be eligible in join in any other membership category.
11.2 Professional Members. A Professional member shall be a person who at a minimum holds an engineer-in-training certificate or a bachelor's degree in any discipline of engineering, engineering technology, mathematics, physical science or a mathematically based science field. Six years of experience as an engineer or in a mathematically based science field or engineering educator may be substituted for the bachelor's degree. Professional members shall be entitled to cast one vote in elections of officers and all business that the Board of Directors refers to the membership. Professional members may hold a Board position.
11.3 Associate Members. An associate member shall be a person who believes and supports the purpose of this Corporation. He/she shall not be entitled to nominate, vote nor hold a position in the Board. Associate members shall be extended all privileges of a Professional member less those exempted above.
11.4 Honorary Members. Honorary members shall be individuals who have been awarded a membership by the Corporation's Board of Directors. Honorary members shall not be entitled to nominate, vote or hold a position on the Board. They shall be persons: who have accomplished an outstanding achievement in their engineering or scientific profession; and who have participated beyond requirement for the advancement of Hispanic persons in the field of engineering or science.
11.5 Undergraduate Student Members. Undergraduate student members shall be students enrolled in an undergraduate curriculum leading to a Bachelor’s degree in engineering, engineering technology, mathematics, physical science or a mathematically based science field. Undergraduate student members shall be entitled to nominate, vote, and hold positions on the Board only to the extent expressly set forth in Section 16, 21.3 or elsewhere in these Bylaws. 11.6 Graduate Student Members. Graduate student members shall be students enrolled in a full-time graduate curriculum leading to a Masters of Science, Masters of Engineering, Doctorate of Philosophy, or Doctorate of Engineering degree in engineering, engineering technology, mathematics, physical science or a mathematically based science field. Graduate student members shall be entitled to nominate, vote, and hold positions on the Board only to the extent expressly set forth in Section 16, 21.3 or elsewhere in these Bylaws.
11.7 No Authority to Act on Behalf of SHPE. Individual members shall not act for the Corporation as a whole unless so authorized by the Board.
Section 12. Membership Fees
12.1 Determination of Fees by Board. The Board of Directors shall determine membership fees or dues.
12.2 Dues Payable Annually. Dues shall be payable annually in advance by July 1st for the following SHPE fiscal year. SHPE will not offer prorated dues. New members who join after July 1st must pay the full membership fee.
12.3 Lifetime One-Time Payment Dues. A one-time payment of Lifetime Dues shall ensure membership in perpetuity.
12.4 Renewal Notices. Not later than June 1st of each year the SHPE National office shall mail to each member-at-large at his/her latest address known to the society a renewal notice for membership stating the amount of dues for the ensuing fiscal year.
12.5 Late Payment of Dues. Any member whose dues are more than three months past due shall be notified by the SHPE National. A member whose dues become three months past due shall lose all privileges extended to fully paid SHPE members until membership dues are paid in full. The Board of Directors, for cause deemed by it to be sufficient, may extend the time for payment of dues.
12.6 Relief by Board from Payment of Dues . The Board of Directors, for cause deemed by it to be sufficient, may excuse any member from the payment of annual dues, temporarily or permanently, and the Board of Directors may remit the whole or any part of the dues which may be in arrears. The Board of Directors, for cause deemed by it to be sufficient, may remove any name from the list of those permanently excused from the payment of dues. Section 13. Annual Meeting of Members 13.1 Place of Meetings. Meetings of the Professional membership shall be held at any place within the regional governing structure, designated by the Board of Directors. 13.2 Annual Meeting. The annual meeting of Professional members shall be held each year during the Corporation’s Annual Conference, unless the Board of Directors fixes another time and so notifies the members.
13.3 Special Meetings. Special meetings of Professional members may be called by the President, any six (6) Board members acting together, or 5% or more of the regular members.
13.4 Notice of Meetings. All notices of meetings of regular members shall be sent by first-class mail to each regular member not less than ten (10) nor more than ninety (90) days prior to the date of the meeting, or in any other manner permitted by the California Corporations Code. The notice shall specify the place, date, and hour of the meeting and the general nature of the business to be transacted, and no other business may in that case be transacted.
13.5 Quorum Required. Ten percent of the eligible voting membership shall constitute a quorum for the transaction of business at a meeting of the eligible voting members. The eligible voting members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough eligible voting members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the eligible voting members required to constitute a quorum.
13.6 Action without a Meeting. Any action that may be taken at any annual or special meeting of regular members may be taken without a meeting and without prior notice upon compliance with California corporate law and any applicable provisions of these Bylaws.
Section 14. Termination of Membership, Recall and Vacancies
14.1 Resignation by Members. Any member regular or otherwise, may terminate his/her membership at anytime, upon written notification to the Secretary of this Corporation the effective date of resignation.
14.2 Expulsion/Suspension/Termination of Membership by Board. The Board of Directors may expel, suspend, terminate or otherwise sanction any member for any infraction of the Bylaws, rules and/or regulations of this Corporation.
14.3 Procedure for Expulsion/Suspension/Termination or Other Sanction. Following the determination that a member should be expelled, suspended, terminated or sanctioned under Section 13.2 above, the following procedure shall be implemented:
14.3.1 A notice shall be sent by mail by prepaid, first-class, or registered mail to the most recent address of the member as shown on the Corporation's records, setting forth the recommended sanction and the reasons therefore. Notice may also be provided by personal delivery or by facsimile transmission or other method provided that actual receipt of such notice by the member can be confirmed. Such notice shall be sent at least 15 days before the proposed effective date of the sanction.
14.3.2 The member being sanctioned shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer then 5 days before the effective date of the proposed sanction. The hearing will be held by a special member committee composed of one or more persons appointed by the National President. If the National President is the subject of the sanction then the National Vice-President will appoint one or more persons to the committee. The notice to the member of his or her proposed sanction shall state the date, time, and place of the hearing on his or her proposed sanction.
14.3.3 Following the hearing, the expulsion committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the committee shall be final.
14.3.4 Sanction or Removal of Board Members. The Board may sanction a fellow board member director who has breached his/her duties as outlined in the bylaws. The Board may declare vacant the office of any member of the Board of Directors who fails or ceases to meet any required qualification that was in effect at the beginning of that board member's current term of office. Any board member who does not attend three (3) regular board meetings, in their term, shall be terminated from the Board of Directors unless said absences are excused by the Board. Any member of the Board of Directors (including any elected officer) whose membership is terminated by the Board or has been recalled by the membership is automatically vacated from SHPE office and from the Board.
14.4 Recall of a Board Member. A Board Member can be removed from office by a recall election. A national candidate for recall can be nominated by submitting a petition to the National Secretary and a copy separately to any of the other officers on the National Board. The petition must be signed by a minimum of 100 regular members or fifty-one percent (51%) of the regular membership, whichever is less. The Board must appoint an AD-HOC recall election committee as soon as possible or no later than the next scheduled Board meeting after the petition is received by the officers. The committee shall validate the petition signatures, and upon validation, a recall election will be organized and conducted within two months of the committee's formation. A simple majority of the votes of eligible voting members is necessary to recall any Board member. A regional member of the board is subject to the same procedure, except that only eligible voting members of the particular region will be considered as petitioners and voters.
14.5 Vacancies on the Board. A National President who is terminated from membership in the Corporation or is recalled is vacated from that office and is not considered as an immediate past-president for Board membership in the succeeding term. A vacated office of president is filled by the National Vice-President for the unexpired term. That person is eligible to be a Board member the following term. Any other elected office, with the exception of Immediate Past President, is filled by the Board for the unexpired portion of the term.
Section 15. Liability of Members 15.1 No member of this Corporation shall be, by mere virtue of their membership, personally liable for the debts, liabilities or obligations of SHPE. Section 16. Election of Officers 16.1 Role of the Social and Nominations Committee. The election of the National Officers and the Regional Vice-Presidents shall be organized and directed by the standing committee, Social and Nominations committee. The actions of the committee must be impartial and fair to all the candidates. The committee will prepare the ballots to be distributed to all eligible professional members, eligible undergraduate and graduate members, and eligible student chapters to vote for the National President, National Vice-President, National Secretary and the National Treasurer. It shall prepare and distribute ballots to the eligible student chapters for the National Undergraduate Representative and the Vice National Undergraduate Representative elections. It shall prepare and distribute ballots to the eligible graduate student members for the National Graduate Representative. It shall prepare the ballots for each regional vice-president and regional student representative election and distribute them to the eligible professional members, eligible student members, and eligible student chapters within each region respectively. The Social and Nominations committee shall notify the membership in a timely manner of the open offices and solicit nominations for candidates as prescribed below.
16.2 Term of Office/Vacancies. Offices shall be held for a period of two (2) years, with a half of the Board being elected in alternate years. The offices of national President, national Vice-President and Regional Vice-Presidents for odd-numbered regions shall be filled in odd numbered years. The offices of national Secretary national Treasurer and Regional Vice-Presidents for even numbered regions shall be filled during even numbered years. Any vacated positions with more than one (1) year of unexpired term shall be filled for the remainder of the term at the intervening election, provided the time for nominations for such election has not yet closed. The offices of National Undergraduate Representative, Vice National Undergraduate Representative and National Graduate Representative shall be held for a period of one (1) year.
16.3 Timing of Nominations, Elections & Assumption of Office. Newly elected Officers will assume their official capacities on the first day of July. Election process shall commence in January and ballot counting shall conclude by May 31st.
16.4 Record Date for Professional and Student Members. Any professional, undergraduate and graduate member whose dues are received by Feb 15th to the SHPE National Office shall be eligible to vote in the National Election.
16.5 Nominations for More Than One Office. A candidate shall not run for more than one concurrent national office. If nominated to more than one national office, the candidate must decide which positions he/she wants to run for. In addition, an individual shall not hold more than one elected concurrent office within SHPE. If elected to two different offices, a candidate must decide which office he/she will take. If a position in the National Board is vacated because of this reason, the position will be filled by the runner-up candidate.
16.6 Election Results. The ballots shall be collected and counted by the Social and Nominations committee. Candidates receiving the highest number of votes per office shall be declared the winners; provided, however, that the number of votes cast by ballot must equal or exceed the quorum set forth in Section 12.5 (10% of the eligible voting membership) and provided further that the number of votes cast for the successful candidate must exceed 5% of the eligible voting membership.
16.7 Nomination and Election of National Officers. The National President, National Vice-President, National Secretary, and the National Treasurer shall be elected by a vote of eligible professional members, eligible undergraduate and graduate members, and chartered student chapters. Each eligible professional member, eligible graduate member, and chartered student chapter shall have one vote per office. A candidate may nominate him/herself with a petition and five (5) signatures from regular members or a regular member may nominate a candidate with a petition and five (5) signatures from regular members. The name of the candidates and the five (5) signatures must be submitted before the deadline to the Social and Nominations committee.
16.8 Eligibility of Candidates for National President. Candidates for the position of National President must have already served a minimum of two years on the Board of Directors.
16.9 Nomination and Election of Regional Vice-President. The Regional Vice-President shall be elected by a regional vote of eligible regular members, eligible student members, and chartered student chapters. Each eligible regular member¸ eligible student member, and chartered student chapter shall have one vote per office. The RVP candidate must be a current resident of the relevant region, must have been a resident within the region for at least six (6) months and must have been a regular member in good standing for at least six (6) months. The presidents of the professional chapters of each region shall form, two months before the elections, a nominating committee among themselves to nominate one or more candidates for RVP for their respective regions and submit, before the deadline, the name(s) to the Social and Nominations Committee. Nominees for the office of RVP can also be made with a petition and the five (5) signatures of eligible regular members within the relevant region, which must be submitted, before the deadline, to the Social and Nominations committee. The elections will be organized and directed by the Social and Nominations committee.
16.10 Nomination and Election of National Undergraduate Representative and Vice National Undergraduate Representative. The National Undergraduate Representative ( NUR) and the Vice National Undergraduate Representative ( VNUR) shall be elected by a National Vote of eligible student Chapters. The National Undergraduate Representative shall be the candidate receiving the most votes for the office and the Vice National Undergraduate Representative shall be the candidate receiving the second most votes for the NUR office. The elections shall be organized and directed by the Social and Nominations committee. A candidate may nominate him/herself with a petition and five (5) undergraduate student member signatures or a student member may nominate a candidate with a petition and five (5) signatures of undergraduate student members. If the NUR position becomes vacant the VNUR will automatically become the NUR for the remainder of the term. The VNUR position will be filled per Sections 4.1 and 14.5.
16.10.1 Candidates for National Undergraduate Representative and Vice National Undergraduate Representative shall be an undergraduate student in good standing at their college or university and shall maintain that standing through their term. Candidates must have an overall Grade Point Average (GPA) of 3.0 (on a 4.0 scale) or higher and shall maintain that standing through their term.
16.11 Nomination and Election of National Graduate Representative. The National Graduate Representative (NGR) shall be elected by a National Vote of all eligible graduate student members. The elections shall be organized and directed by the Social and Nominations committee. A candidate may nominate him/herself with a petition and five (5) graduate student member signatures or a student member may nominate a candidate with a petition and five (5) signatures of graduate student members.
16.11.1 Candidates for National Graduate Representative shall be a full time graduate student in good standing at their university and shall maintain that standing through their term. They shall be pursuing a graduate degree in any discipline of engineering, engineering technology, mathematics, physical science or a mathematically based science field. Candidates must have an overall Grade Point Average (GPA) of 3.25 (on a 4.0 scale) or higher and shall maintain that standing through their term.
16.12 Nomination and Election of Regional Student Representative. A regional student representative (RSR) shall be elected by a regional vote of eligible student chapters from his/her region. Undergraduate and Graduate student members are eligible for candidacy for Regional Student Representative. The elections shall be organized and directed by the Social and Nominations Committee. A Candidate may nominate him/herself with a petition and five (5) student member signatures or a student member may nominate a candidate with a petition and five (5) signatures of student members. Candidates must have an overall Grade Point Average (GPA) of 3.0 or higher and shall maintain that standing through their term.
16.13 Eligible Undergraduate Student Members. Any undergraduate student member who is graduating with a bachelor's degree in the spring term and recognized by the Social and Nominations committee as eligible will be considered an eligible undergraduate student member. The student must receive his/her diploma by June 30th of that election year. The student member will be eligible to cast a single vote in the election process.
Section 17. Donations 17.1 This Corporation may accept gifts, legacies, donations and/or contributions in any form, upon terms and conditions as may be determined by the Board of Directors. Section 18. Professional And Student Chapters
18.1 Establishment of Professional Chapters. A professional chapter may be established in any geographical locality without any restrictions and shall become operative as soon as the proposed Constitution and Bylaws have been approved by the Board. Professional chapter bylaws shall not conflict with national bylaws. Any chapter may be terminated by the Board for reasons deemed sufficient for such action pursuant to the procedures set forth in Section 14. A terminated chapter shall no longer be entitled to use the SHPE name or logo.
18.2 Function of Professional Chapters. The function of chapters shall be to encourage members to confer and to make suggestions with respect to matters of policy, to study local problems affecting Hispanic engineers, scientists and technical educators, to cooperate with other chapters or organizations in matters of common interest, to achieve closer personal acquaintance and a spirit of cooperation among Hispanics with technical careers, and to otherwise fulfill the objectives of SHPE.
18.3 Relationship of Professional Chapters to SHPE. The Board shall encourage chapters to participate in all the affairs of the Corporation. Chapters shall not act for the Corporation as a whole unless so authorized by the Board.
18.4 Student Chapters. Student chapters, composed of students pursuing a technical career, may be established at colleges providing a formal curriculum in engineering, engineering technology, mathematics, physical science or a mathematically based science field. Applications for the establishment of student chapters will be reviewed and approved by the Board of Directors. Any student chapter may be terminated by the Board of Directors for reasons deemed sufficient for such action pursuant to the procedures set forth in Section 13. The functions of student chapters shall be the encouragement of their members to finish their studies and in the advancement of Hispanics in technical careers. Student chapters shall not act for the Corporation as a whole unless so authorized by the Board of Directors.
18.5 Chapter Applications. A chapter application shall state the chapter’s purpose and goals, list the officers and members and be signed by the President and the Secretary or Treasurer of the chapter. Section 19. Miscellaneous Provisions.
19.1 Corporate Seal. The corporate seal of the corporation shall be in such form as the Board of Directors shall determine and shall contain the name of the corporation, the date and state of its creation and such other matters as the Board of Directors, in their discretion, may seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.
19.2 Other Offices. Other offices of the Corporation may be established at such places as the Board of Directors may designate or the business of the Corporation may require.
19.3 National Headquarters. The National Headquarters shall be established at such places as the Board of Directors may designate or the business of the Corporation may require.
19.5 Industry Partnership Council. The Industry Partnership Council will serve as an advisory group to the SHPE board. Section 20. Fiscal Year The Corporation’s fiscal year is from July 1 to June 30.
Section 21. Regional Governing Structure
21.1 Regions. The United States and its Territories will be divided into seven (7) regions. All professional (local) chapters within a region shall be represented on the Board by a Regional Vice President. The number and boundaries of the regions can be changed by a two-thirds (2/3) majority vote of the Board of Directors. The regions will be as follows: | Region 1 | 1) Alaska | 2) | Northern Nevada | | | | 3) | Northern California | 4) | Oregon | | | | 5) | Washington | | | | |
Region 2
| 1) Arizona | 2) | Hawaii | | | | 3) | Southern California | 4) | Southern Nevada | | |
Region 3
| 1) Colorado | 2) | Idaho | | | | 3) | Kansas | 4) | Nebraska | | | | 5) | New Mexico | 6) | North Dakota | | | | | 7) | Montana | 8) | South Dakota | | | 9) | Utah | 10) Wyoming | | |
Region 4
| 1) Connecticut | 2) | Delaware | | | | 3) | Maine | 4) | Maryland | | | | 5) | Massachusetts | 6) | New Hampshire | | | | 7) | New Jersey | 8) | New York | | | | 9) | Pennsylvania | 10) Rhode Island | | | | 11) Vermont | 12) Virginia | | | | 13) West Virginia | 14) Puerto Rico | | | | 15) District of Columbia | | | | |
Region 5
| 1) Alabama | 2) | Arkansas | | | | 3) | Louisiana | 4) | Mississippi | | | | 5) | Oklahoma | 6) | Tennessee | | | | 7) | Texas | | | | |
Region 6
| 1) Illinois | 2) | Indiana | | | | 3) | Iowa | 4) | Kentucky | | | | 5) | Michigan | 6) | Minnesota | | | | | 7) | Missouri | 8) | Ohio | | | 9) | Wisconsin | | | | |
Region 7
| 1) North Carolina | 2) | South Carolina | | | | 3) | Georgia | 4) | Florida | | | | | | | | | | | | | 21.2 Regional Student Representative. The Regional Student Representative will represent the student membership within a region. He/she shall communicate business to the Regional Student Chapters and communicate business from them to the student assembly and National Affairs Committee (defined in Section 20.4). He/she shall be a member of the National Affairs Committee and a member of the student assembly. He/she shall meet with the local student representatives within the region at least twice a year. He/she shall communicate with the Regional Vice President but does not report to him/her.
21.3 The Student Assembly. The Student Assembly shall consist of the regional student representatives and shall be headed by the National Undergraduate Representative, Vice National Undergraduate Representative and the National Graduate Representative. The assembly shall meet at least twice a year. The assembly shall have the power to form student policy pending National Board approval. It shall prepare a yearly budget. The National Affairs Committee shall oversee the assembly, provide advice to it and be a medium for continuity for the assembly.
21.4 International Region. Any international areas outside the United States and its Territories will be considered as Region eight (8). All International professional (local) chapters and student chapters shall be represented on the Board by an International Liaison. The International Region is excluded from all references to “Region” in the By-laws and policies and procedures unless specifically called out as the “International Region.”
21.5 International Liaison. The International Liaison will represent the members within the internal region. The President may nominate any International member in good standing to serve as International Liaison. A nominee shall be appointed by simple majority approval from the Board of Directors. The President shall have the power to appoint a temporary International Liaison if the position should become vacated until the Board can take action. The International Liaison shall communicate the business of the International Region to the Board and vice versa. He/she will coordinate and participate in the development of international regional policy pending Board approval as necessary. The International Liaison shall not participate in voting on the Board.
Section 22. Annual Report to Members.
Not later than 120 days after the close of the Corporation's fiscal year, the Board shall cause an annual report to be sent to the members. Such report shall contain all of the information required under the California Corporations Code, including without limitation:
22.1 A balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.
22.2 A statement of the place where the names and addresses of the current members are located.
22.3 Any information required by Section 22 of these Bylaws.
22.4 The report required by this Section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
Section 23. Annual Statement of Certain Transactions and Indemnification's.
No later than the time the Corporation gives its annual report, if any, to the members, and in any event no later than 120 days after the close of the Corporation's fiscal year, the Corporation shall prepare and mail or deliver to its members and directors a statement of the amount and circumstances of any transaction or indemnification of the following kind:
23.1 Any transaction(s) in which the Corporation was a party, and in which any director or officer of the Corporation had a direct or indirect financial interest.
23.2 Any loans, guaranties, indemnification's or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation, unless such loans, guaranties, indemnification's or advances have already been approved by the members.
Section 24. Amendments
24.1 The following procedure shall be followed for amending any portion of these Bylaws.
24.1.1 The proposed amendment shall be submitted in writing to the Board of Directors for approval at a Board of Director's meeting.
24.1.2 Subsequent to the Board of Directors' approval, a presidential appointee shall distribute ballots to each paid Regular/Professional member within sixty days from the amendment's approval by the Board of Directors. Ballots received, by the appointee; within three weeks from the date of distribution shall constitute valid votes.
24.1.3 A favorable vote of two-thirds of the responding voting membership shall be required to ratify the proposed amendment.
24.1.4 The general membership shall be notified of the results within two weeks of the voting deadline.
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