Constitution and Bylaws

CONSTITUTION

Preamble

 Recognizing that service to the public and advancement of the profession is a fundamental obligation of the professional engineer, the Vermont Society of Professional Engineers does hereby dedicate itself to the promotion and protection of the profession of engineering as being vital to the welfare of the community and all mankind.

 

Article I ‑ Name

 Section 1.  The name of this organization shall be "The Vermont Society of Professional Engineers," hereinafter called "VSPE."

 Section 2.  The VSPE is incorporated as a nonprofit organization under the laws of the State of Vermont.

 Section 3.  The VSPE is a member state society of the National Society of Professional Engineers, hereinafter called "NSPE", and operates under the provisions of the Constitution and Bylaws of NSPE.

 

Article II ‑ Objectives

 The objectives of the Vermont Society of Professional Engineers shall include:

  1. Protection of the public welfare by encouraging all qualified engineers to seek legal status through professional registration. 
  2. Fostering ethical practices by all engineers. 
  3. Advancement of the professional, social, and economic interests of professional engineers. 
  4. Promotion of high standards of engineering education in Vermont. 
  5. Providing representation for the engineering profession in legislative matters. 
  6. Uniting all qualified engineers of the State of Vermont into one organization.

 

Article III ‑ Membership

Section 1.  Membership grades of VSPE shall include those member grades as adopted by NSPE. All members shall abide by the Constitution and Bylaws and the Code of Ethics and shall be subject to election, discipline, suspension or termination as provided in the Bylaws.

Section 2.  All members other than Student members shall have voting privileges.

Section 3.  All members of VSPE shall be members of NSPE.

Section 4.  Admission to VSPE shall be automatically granted to any individual accepted as a member by NSPE who requests membership in VSPE and pays VSPE dues.

Section 5.  A member may be disciplined by VSPE for cause as provided in the Bylaws. In disciplinary matters, the Board may: (a) authorize joint action with other state societies; (b) waive jurisdiction to another state society; or (c) request the assistance of the National Society where in the Board's judgement the circumstances warrant.

  

Article IV ‑ Administration

Section 1.  The Vermont Society of Professional Engineers shall be administered by a Board of Directors, hereinafter referred to as the VSPE Board. The VSPE Board shall determine all questions of policy and shall administer the affairs of VSPE under this Constitution and the Bylaws and the general provisions of the laws under which it is incorporated.

Section 2.  The VSPE Board shall consist of the most recent Past President of VSPE and the elected officers of VSPE.

Section 3.  The VSPE Board shall sanction committees which execute the activities of VSPE (see Article IX).

Section 4.  A majority of the VSPE Board members 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 which is not inconsistent with the Constitution and Bylaws.

Section 5.  The VSPE Board shall direct the investment and care of funds of VSPE and shall make appropriations for specific purposes.

Section 6.  No members of the VSPE Board shall receive a salary or other compensation except for expenses incurred in behalf of VSPE as approved by the Board in advance.

 

Article V ‑ Officers

Section 1.  The elected officers of VSPE shall be the President, President-Elect, Vice President, Secretary, Treasurer, and National Director.

Section 2.  The VSPE Board is authorized to appoint an Executive Secretary when and if financial and other considerations so warrant, to fix compensation for the position, and to define the duties of the position.

Section 3.  The duties of the officers of VSPE shall be as provided in the Bylaws.

Section 4.  The VSPE Treasurer shall be bonded, at the expense of VSPE, for such amount as may be determined by the VSPE Board.

Section 5.  The elected officers shall take their respective offices at the Annual Meeting of VSPE and shall hold office until the VSPE Annual meeting of the following year or until their successors have been duly elected and installed.

Section 6.  In the event the president becomes unable to serve, he/she shall be succeeded by the president‑elect. The office of president‑elect shall remain vacant until the next Annual Meeting, at which meeting a president for the following year shall be elected, after receiving a report from the Nominating Committee. A vacancy occurring in any other position shall be filled by election of the Board. Any vacancy shall be filled for the remainder of the term of the officer being replaced.

  

Article VI ‑ Nomination and Election of Officers

Section 1.  There shall be a Nominating Committee with the most recent available Past President as its Chairman and four members of VSPE who shall be elected at the VSPE Annual Meeting to serve for the ensuing years.

Section 2.  Officers of VSPE shall be elected annually by a plurality vote on individual letter ballots sent to all voting members of VSPE in good standing as provided in the Bylaws.

Section 3.  Only those members of VSPE in the grade of Member shall be eligible to hold elected office.

Section 4.  The Nominating Committee shall make one or more nominations for each of the elective offices of VSPE except that there shall be no nomination for President since the current President‑Elect will automatically become President for the following year. Members of the Nominating Committee shall not be eligible for nomination by the Nominating Committee.

Section 5.  The Nominating Committee shall report the names of the nominees to the VSPE Secretary by February 1.

Section 6.  Additional nominations, which may include members of the Nominating Committee, may be made by a petition signed by ten (10) voting members of VSPE in good standing. Nominations by petition must be in the hands of the VSPE Secretary no later than March 1.

 

Article VII ‑ Meetings

Section 1.  The Vermont Society of Professional Engineers shall hold an Annual Meeting each year within 60 days of the end of the fiscal year. A such time and place as may be determined by the VSPE Board. The Annual Meeting of VSPE shall be open to all members and their guests.

Section 2.  The VSPE Board shall hold at least four meetings each year. All meetings of the VSPE Board shall be called by the VSPE President or upon petition of twenty‑five percent of the Directors.

Section 3.  A VSPE Board meeting can be called upon petition of ten percent of the membership.

 

Article VIll ‑ Headquarters

The location of the headquarters of VSPE shall declared by the VSPE Board and included in the By Laws.

 

Article IX ‑ Committees

Section 1.  Such committees as may be desirable will be established as provided in the Bylaws.

Section 2.  The duties of each committee shall be as defined by the VSPE Board.

 

Article X ‑ Dues

Section 1.  The dues of VSPE shall be determined by the VSPE Board and shall be stated in the Bylaws.

Section 2.  Dues for membership in VSPE shall be in addition the national dues as prescribed in the Constitution and Bylaws of NSPE.

Section 3.  The procedure for billing and collecting all dues, the schedule and conditions for dues payment, delinquency, dropping from membership, and reinstatement shall be determined by the VSPE Board and stated in the Bylaws, but shall be consistent with the requirements of NSPE.

  

Article XI ‑ Practice Divisions

Section 1.  Establishment of Practice Divisions of VSPE is authorized to further the objectives of VSPE.

Section 2.  The VSPE Board may sanction the creation of or order the dissolution of Practice Divisions as provided in the Bylaws.

  

Article XII ‑ Amendments

Section 1.  Amendments to this Constitution may be proposed by: (a) a majority vote of the entire Board; (b) by a petition signed by not less than 15 percent of the members of VSPE who are eligible to vote on constitutional changes; or (c) by a majority vote of the Board members present, provided that the text of the proposed amendment shall have been mailed to the members of the Board not less than 30 days prior to the day when the amendment shall be considered. Amendments submitted by petition shall be reviewed by the Board before being submitted to the secretary for ballot. The findings of this review may be transmitted to the members at the discretion of the Board.

Section 2.  Proposed amendments to the Constitution and a letter ballot shall be mailed to each Member in good standing by the VSPE Secretary. Ballots shall be returned to the Secretary not later than 20 days after their mailing by the Secretary.

Section 3.  An amendment shall become effective only upon the affirmative vote of two‑thirds of the votes cast, provided that at least twenty percent of the qualified members have voted.

Section 4.  Any amendment to this Constitution which has been adopted according to the specified procedure shall become effective thirty days after the deadline for receipt of the ballots by the VSPE Secretary.

 

Article XIII ‑ Effective Date

Section 1.  This Constitution shall become effective upon its adoption in the manner prescribed for voting on amendments and thereupon the previous Constitution and prior amendments thereto are repealed.

 

Article XIV ‑ Bylaws

Section 1.  The Bylaws of VSPE shall govern all procedures under this Constitution including those of the VSPE Board and any committees.

Section 2.  The Bylaws may be amended by an affirmative vote of a majority of all members of the VSPE Board provided that the text of a proposed amendment of the Bylaws shall have been furnished to each member of the VSPE Board at least ten days before the meeting at which a vote on the amendment is taken.

 

*** End of Constitution ***

  

BYLAWS

 

Bylaw I ‑ Membership

Section 1.  Membership in VSPE imposes the obligation to uphold the honor and dignity of the engineering profession. It is therefore required of members to be familiar with ethical and legal standards, to observe them, to aid in preventing violations by others and to be familiar with VSPE's policies and procedures relating to handling of alleged violations. Each applicant for membership in VSPE shall be furnished with a copy of the NSPE Code of Ethics and the VSPE Constitution and Bylaws.

Section 2.  Violations of the VSPE Constitution and Bylaws, the Code of Ethics, or for conviction of a felony shall be considered as just cause for discipline as hereinafter provided.

Section 3.  Any applicant who is refused membership in VSPE shall have the right of appeal to the VSPE Board.

 

Bylaw II ‑ 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 Constitution and Bylaws shall be filed by a member in good standing. Each member is responsible to render written reports of factual knowledge the numbers of alleged violations of the Code of Ethics. Such charges shall be filed with the secretary.

Section 2.  An initial informal investigation of alleged violations will be made by the Ethics and Practice Committee. When such informal investigations indicate that a formal investigation is advisable, the VSPE president shall direct the VSPE Ethics and Practice Committee to conduct a formal investigation and recommendation whether or not a hearing is warranted.

Section 3.  Hearings will be conducted by a Hearing Commission of not less than three past presidents appointed by the president which shall render a decision in the matter.

Section 4.  The accused shall have the right to appeal the decision to the Board, in which case the Hearing Commission who sat earlier shall not participate in the appeal proceedings.

Section 5.  A two‑thirds vote of the Board in an appeal, shall be necessary to a finding sustaining a charge or charges. Thereafter the penalty shall be determined by majority vote.

Section 6.  Disciplinary action may be taken by VSPE against a member who resigns their membership after charges of unethical conduct have been filed against such member, in which case the former member shall have the same rights of defense and procedure as prescribed for members in good standing. In the case of resigned members, VSPE may issue a notice of censure or prescribe that VSPE records show that such member shall not be eligible for membership for a stipulated number of years, and may publish its findings.

Section 7.  The Board shall adopt and publish a policy and procedures to govern the handling of such matters. The procedures shall provide for due process, for representation by counsel, for cooperation and exchange of information with and recommendations to the State Registration Board, for recording and disposition of records, for use of advisory counsel by VSPE and for cooperation with other state societies and NSPE.

Section 8.  Should the Vermont Professional License of a member be revoked for any reason, the person shall automatically cease to be a member of VSPE.

  

Bylaw III ‑ Board of Directors

Section 1.  The Board of Directors of the Vermont Society of Professional Engineers shall be responsible for the financial operations of VSPE and shall perform such other functions as may be prescribed by the Constitution and Bylaws of VSPE. The VSPE Board shall adopt a budget and cause the accounts of the VSPE Treasurer to be audited not less than once each year.

Section 2.  The VSPE Board shall consider all questions brought before it pertaining to the rights and standing of members (see Bylaw 2).

Section 3.  The VSPE Board shall hold a regular meeting at the time of the Annual Meeting of VSPE and at least once each quarter throughout the year. Special meetings of the VSPE Board may be called by the VSPE President upon an affirmative vote of 2/3 of the Board or upon petition of ten percent of the members.

Section 4.  The VSPE Board shall provide for and supervise the publication and distribution of all proceedings or transactions of VSPE.

Section 5.  The VSPE Board shall be empowered to invest and reinvest such funds as may be available for the creation of a reserve fund. A three ­fourths vote of the VSPE Board shall be required to authorize expenditures from the reserve fund which are for other than investment or reinvestment.

 

Bylaw IV ‑ Letter Ballots of the Board

Section 1.  At any meeting of the VSPE Board attended by less than the full membership of the Board, in the event that the prevailing vote on any decision constitutes less than a majority of the full Board membership, a majority of the Board present can call for a letter ballot of the entire Board on that question. In such case, the VSPE Secretary shall submit the question to all members of the Board by letter ballot within one week of the date of the original action. A majority of all votes received within fifteen days of the mailing of the ballots shall decide the question.

Section 2.  The VSPE Secretary shall record as a part of the minutes of the appropriate meeting the information concerning each letter ballot including the dates of the mailing and the return of the ballots, the names, and the votes of all Board members voting. The Secretary shall notify all members of the Board of the results within three weeks of the date of the original action.

 

Bylaw V ‑ Elections

Section 1.  Ballots

  1. An official VSPE ballot shall be mailed by March 1 to each voting member of VSPE in good standing. The ballot shall be in such a form as to provide for proper identification.
  2. Ballots must be returned to the VSPE Secretary three weeks prior to the date of the annual Meeting to be counted except that if mail is not delivered on that day ballots will be accepted by the Secretary on the next day on which mail is delivered.

Section 2.  Tellers Committee

  1. The President of VSPE shall appoint a Tellers Committee consisting of three Members of VSPE and shall designate one of them to be Chair of the committee.
  2. All VSPE election ballots returned to the VSPE Secretary within the allotted time shall be delivered by the Secretary not later than two weeks prior to the Annual Meeting to the Tellers Committee for tabulation.
  3. The Tellers Committee shall report the tabulation of the votes in writing not later than one week prior to the Annual Meeting to the President of VSPE.
  4. The results of the VSPE election shall be published in the next issue of the VSPE publication following the report of the Tellers Committee and at the Annual Meeting.

 

Bylaw VI ‑ Duties of Officers

Section 1.  The VSPE President shall preside at all meetings of the Society and Board of Directors; shall be an ex‑officio member of all VSPE committees; shall appoint chairs and members of all committees; and have general direction of the business of the Society.

Section 2.  In the absence of the VSPE President, the order of succession as presiding officer at meetings of VSPE or of the VSPE Board shall be the President‑Elect, the immediate Past President, and the Vice President.

Section 3.  The President‑Elect shall act as president in the President's absence, and shall undertake assignments at the request of the President or the Board. The principle activities of the President‑Elect shall be to examine the Society and the develop plans for the following year.

Section 4.  The Vice President, in the absence of, or in case of the inability of the President and President‑Elect and Past President, shall perform all of the duties of the President. The Vice President shall also be responsible for organizing all meetings including obtaining a speaker for these meetings.

Section 5.  The VSPE Secretary shall keep an accurate record of VSPE membership and proceedings of VSPE and VSPE Board meetings. The Secretary shall inform the VSPE President and the VSPE Board, from time to time, of duties to be performed at stated times or at stated intervals. The VSPE Secretary shall issue calls and notices as instructed by the VSPE President or the VSPE Board. The VSPE Secretary shall conduct the correspondence of VSPE and shall have custody of all books, papers, records, and documents. The VSPE Secretary shall maintain a complete record of past members of the VSPE Board for the purpose of establishing information for appointment or election.

Section 6.  The VSPE Treasurer shall maintain a set of books showing receipts and disbursements of VSPE and the account of each member. The VSPE Treasurer shall submit a complete report of the past year's business of VSPE at each Annual Meeting of VSPE. The Treasurer's report shall be audited as directed by the VSPE Board. The Treasurer shall pay out all moneys of VSPE as authorized and as directed by the VSPE Board.

 

Bylaw VII ‑ Fiscal and Administrative Years

Section 1.  The fiscal year of VSPE shall be from July 1 through June 30.

Section 2.  The administrative year of VSPE shall be from each Annual Meeting of VSPE until the Annual Meeting of VSPE next following.

 

Bylaw VIII ‑ Practice Divisions

Section 1.  The VSPE Board may authorize the establishment of Practice Divisions of VSPE, comprised of members of VSPE having common professional interests, to operate under the Constitution and Bylaws of VSPE. The VSPE Board shall define the scope of activities and the sphere of interest of such Practice Divisions. Standing rules, bylaws, and any changes thereto must have the approval of the VSPE Board before becoming effective. The VSPE Board may dissolve a Practice Division after conducting a hearing on the need for such action.

Section 2.  Practice Divisions of VSPE shall be conducted so as to provide effective forums for discussion and united action on the part of members grouped according to type of professional employment and interests.

The objectives of Practice Divisions of VSPE shall include:

  1. Improvement of professional recognition.
  2. Improvement of conditions of employment.
  3. Assuring communication between the National Practice Divisions of NSPE and members of VSPE.
  4. Consideration of matters of mutual and public welfare.

Section 3.  Membership in Practice Divisions shall be limited to members of VSPE.

Section 4.  The officers of a Practice Division may include a Chair, the immediate Past Chair, one or more vice chairs, and a Secretary.

Section 5.  Officers of a Practice Division shall assume the duties usually performed by officers in such positions subject to rules which may be adopted by the Practice Division and approved by the VSPE Board.

Section 6.  The officers of a Practice Division shall constitute an Executive Board for the Practice Division.

Section 7.  Minutes shall be kept and filed for all meetings of Practice Divisions and meetings of Executive Boards of Practice Divisions. An Annual report of activities, officers, and financial statement of each Practice Division shall be made to the VSPE Board at the time of the VSPE Annual Meeting.

Section 8.  When considered necessary for promoting or forwarding its objectives, any Practice Division may establish a fund for that purpose to be maintained in the treasury of VSPE. Such funds may be obtained through dues and/or assessment of the Practice Division's own members or by any other means which are authorized by the VSPE Board.

Section 9.  All actions by Practice Divisions shall be consistent with the policies and objectives of VSPE.

Section 10.  Practice Divisions of VSPE may be as follows:

Professional Engineers in Construction

Professional Engineers in Education

Professional Engineers in Government

Professional Engineers in Industry

Professional Engineers in Private Practice

and such other Practice Divisions as may be authorized by the VSPE Board.

 

Bylaw IX ‑ Affiliated Groups

Section 1.  The VSPE Board my authorize and issue charters for Student Chapters at engineering colleges or institutes of technology in the State of Vermont. Rules and regulations for the organization and operation of Student Chapters shall be determined by the VSPE Board.

Section 2.  Auxiliaries may be established with approval of the VSPE Board. The purpose of an auxiliary shall be to assist in promoting the best interests of Professional Engineers and VSPE. The auxiliary shall be responsible to VSPE for its policies including ratification of Bylaws of the auxiliary.

 

Bylaw X ‑ Order of Business at Meetings

Section 1.  The order of business at meetings of the VSPE Board shall be­:

Roll call

Reading of minutes of previous meeting

Reading of communications

Reports of officers

Reports of committees

Unfinished business

New business

Section 2.  The order of business at the VSPE Annual Meeting shall be:

Roll call

Reading of minutes of previous Annual Meeting

Reading of communications

Reports of officers

Reports of committees

Unfinished business

New business

Intermission

Report of Tellers Committee

Introduction of officers‑elect

Installation of officers

Section 3.  Robert's Rule of Order (revised) shall govern all matters of Parliamentary procedure of VSPE.

 

Bylaw XI ‑ Committees

Section 1.  The standing committees of VSPE may include:

Legislative and Government Affairs

Membership

Nominating

Publications

Section 2.  Each of the standing committees shall consist of members who shall be appointed annually by the President with the approval of the Board, who the President shall also designate the chair of each committee. The practice divisions may appoint such committees as are necessary to carry on their activities.

Section 3.  Special committees as may be required shall be appointed by the President of VSPE with the approval of the Board.

Section 4.  Each standing committee shall make an annual report to the VSPE Board and to VSPE.

Section 5.  No committee shall commit VSPE without specific authorization from the VSPE Board.

Section 6.  It shall be the policy of VSPE to cooperate to the fullest extent with other organized groups of engineers within the state. The VSPE Board shall provide, as required, for the formation of joint committees for the promotion of measures in harmony with the declared objectives of VSPE.

 

Bylaw XII ‑ Official Periodical

Section 1.  VSPE shall publish an official periodical to be known as The Stamp.

 

Bylaw XII ‑ Dues

Section 1.  VSPE dues shall become due and payable on January 1 of each year.

Section 2.  The dues for membership in VSPE shall be as follows:

$30 - Member

$10 - Student Member

Section 3.  Members admitted after January 1 of any calendar year shall pay dues in accordance with NSPE procedures.

Section 4.  The National Society of Professional Engineers shall be authorized by VSPE to collect VSPE dues in conjunction with the national dues.

Section 5.  If the dues of any member remain unpaid six months after becoming due, the member shall be listed as "delinquent" and shall be removed from the mailing list for all publications of VSPE. If the dues of any member remain unpaid twelve months after becoming due, the member shall be dropped from the rolls of VSPE.

Section 6.  A member shall become eligible for Life Membership in VSPE with waiver of dues after meeting the qualifications set forth in the Constitution and Bylaws of the National Society of Professional Engineers.

Section 7.  After five years of continuous membership, an application for waiver of one‑half dues and after ten years and application for waiver of full dues, because of disability of a total and permanent nature, may be made by a member in writing. Such application, if approved by Board, shall be submitted to NSPE for final approval.