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Bylaws

 

CHARTER OF THE

SOUTH TEXAS SECTION OF THE

AMERICAN INSTITUTE OF CHEMICAL ENGINEERS

(Revised 2010)

ARTICLE I

NAME

The name of this organization is South Texas Section of the American Institute of Chemical Engineers (hereinafter called ASection@).

ARTICLE II

PURPOSES

The purposes of the Section, a nonprofit scientific, educational and charitable organization, are the furtherance of the aims and purposes of the American Institute of Chemical Engineers and the advancement of the science of chemical engineering and of related sciences through (i) the education of members and nonmembers in the science, (ii) career guidance and financial assistance to students of the science, and (iii) encouragement of research in the science.

ARTICLE III

POWERS

The Section shall have the power to do any lawful acts reasonably necessary or desirable to carry out the Section=s purposes and to protect the lawful rights and interests of its membership in connection therewith.

ARTICLE IV

GENERAL

Section 1.  All matters properly brought in question shall be decided by a majority of the votes cast, except where the Charter or Bylaws provide for a greater ratio of favorable votes.

Section 2.  In the case of any question concerning the interpretation of any portion of the Charter or Bylaws, the decision of the Executive Committee of the Section shall be final unless it is superseded by a decision of the Council of the American Institute of Chemical Engineers.

Section 3.  The Section shall not be held responsible for unauthorized opinions of its members, no matter how or where expressed.

Section 4.  The Section does not consent to the use of its name for any purpose other than the objects stated in the Charter.

ARTICLE V

AMENDMENTS

Section 1.  All provisions of this Charter shall be subject to alteration or repeal, and new provisions not inconsistent with the Constitution of the American Institute of Chemical Engineers or any provision of law, may be made by the affirmative vote of a majority of the members entitled to vote in respect thereof, given at an annual meeting or at any special meeting, provided that notice of the proposed alteration or repeal of the proposed new provision is included in the notice of such meeting.

Section 2.  All amendments to the provisions of this Charter shall be subject to approval by the Council of the American Institute of Chemical Engineers.

ARTICLE VI

DISSOLUTION

Section 1.  Upon the dissolution of the Section, any assets remaining thereafter shall be conveyed to the American Institute of Chemical Engineers.

Section 2.  In the event that the American Institute of Chemical Engineers is not then in existence or is not then exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or under such successor provision of the Code as may be in effect at such time, the assets shall be conveyed to an organization dedicated to the perpetuation of objectives similar to those of the American Institute of Chemical Engineers and exempt under Section 501(c)(3) of the internal Revenue Code of 1954 as amended or under such successor provision of the Code as may be in effect at such time.

BYLAWS OF THE

SOUTH TEXAS SECTION OF THE

AMERICAN INSTITUTE OF CHEMICAL ENGINEERS

ARTICLE I

JURISDICTION

The boundaries of the South Texas Section of the American Institute of Chemical Engineers (hereinafter called “STS-AIChE”) shall encompass the following counties, portions of counties, or cities of the State of Texas: Anderson County, Angelina County, Austin County, Brazos County, Burleson County, Chambers County , Colorado County, Fort Bend County, Freestone County, Galveston County, Grimes County, Harris County, Houston County, Lavaca County, Leon County, Liberty County, Limestone County, Madison County, Montgomery County, Polk County, Robertson County, San Jacinto County, Trinity County, Tyler County, Walker County, Waller County, Washington County, Wharton County, and all communities in Brazoria County north of or adjacent to Texas Highway 6.

ARTICLE II

MEMBERSHIP

Section 1.  The membership of the STS-AIChE shall be limited to Fellows, Senior Members, Members, and Student Members of the American Institute of Chemical Engineers, residing or engaged in business within the boundaries encompassed by the STS‑AIChE, and they shall be referred to as Members.

Section 2.  People qualified for membership in the American Institute of Chemical Engineers but who are not members may become Local Members of the STS‑AIChE for a period not to exceed two years.  During this period, it is expected that Local Members will apply for one of the grades of membership in the American Institute of Chemical Engineers.  Nothing in this bylaw shall be construed to prevent members from bringing nonmember guests to meetings of the STS-AIChE.  Student Members, and Local Members may not hold office in the STS-AIChE and may not vote in elections of officers or amendments to the bylaws.

Section 3.  Members in good standing of any of the Founder Societies (American Institute of Mining, Metallurgical and Petroleum Engineers; American Society of Civil Engineers; American Society of Mechanical Engineers; Institute of Electrical and Electronic Engineers) or their successor organizations may be Local Members of the STS‑AIChE for an indefinite period without applying for membership in the American Institute of Chemical Engineers.

Section 4.  Any member of the American Institute of Chemical Engineers who resides and is engaged in business outside the boundaries of the STS‑AIChE and who desires to affiliate with the STS‑AIChE shall be eligible for membership and may become a Member of the STS‑AIChE.

ARTICLE III

DUES

Section 1.  The fiscal year of the STS‑AIChE shall commence on January 1 and terminate on December 31.

Section 2.  The STS‑AIChE dues shall be set by a majority vote of the total voting membership of the Executive Committee.  Any changes in the STS‑AIChE=s dues shall become effective on the first day of the following fiscal year.

Section 3.  Student Members of the American Institute of Chemical Engineers shall not be required to pay dues to the STS‑AIChE.

Section 4.  The STS-AIChE, not the American Institute of Chemical Engineers, shall be responsible for collecting the dues and tracking the individual records of Local Members.

Section 5.  All regulations regarding payment of dues shall be made by the Executive Committee of the STS-AIChE.

ARTICLE IV

OFFICERS

Section 1.  The officers of the STS-AIChE shall be a Chair, a Chair-Elect, a Secretary, a Treasurer, a Past Chair, and four Executive Committee Positions.  All officers must be Members of the STS‑AIChE, and they must be Fellows, Senior Members, or Members of the American Institute of Chemical Engineers.  The Chair‑Elect shall serve as Vice‑Chair of the STS‑AIChE and shall automatically succeed to the Chair.  The Chair and Chair‑Elect shall serve for a one year term in each office or until the successor of the Chair‑Elect is elected and takes office.

Section 2.  The Chair or if absent, the Chair‑Elect or if absent, the Secretary or if absent, the Treasurer shall preside at all meetings of the STS‑AIChE.

Section 3.  The Secretary shall keep a record of the proceedings of the STS‑AIChE, and, at the direction of the Chair, issue notices of all meetings to the members.  The Secretary shall serve for a two year term beginning in even numbered years or until a successor is elected and takes office.

Section 4.  The Treasurer shall be charged with the collection and disbursement of funds as authorized by the Executive Committee.  No later than the last STS‑AIChE meeting of each fiscal year, the Treasurer shall present the proposed budget for the next fiscal year to the Executive Committee for adoption.  The Treasurer shall also prepare for the fiscal years of the term of office served financial reports for submittal to the Executive Committee and with the Annual Report to the American Institute of Chemical Engineers.  The Treasurer shall also be responsible for the preparation and submission of the Return of Organization Exempt from Income Tax to the Internal Revenue Service for the fiscal years of the term of office served.  The Treasurer shall serve a two year term beginning in odd numbered years or until a successor is elected and takes office.

Section 5.  The Past Chair of the STS‑AIChE shall automatically be filled by the most recent living Past Chair and shall serve for a one year term.  By the date set by the Council of the American Institute of Chemical Engineers, the Past Chair shall file with the American Institute of Chemical Engineers the Annual Report on the activities of the STS‑AIChE during the prior year.

Section 6.  The four Executive Committee Positions shall be Executive Committee Positions 1, 2, 3, and 4, and they shall serve for two year terms or until their successors are elected and take office.  The terms of Executive Committee Positions 1 and 3 shall begin in odd numbered years, and the terms of Executive Committee Positions 2 and 4 shall begin in even numbered years.  Executive Committee Position 2 shall be a faculty member of the Department of Chemical Engineering at a university in the jurisdiction of the STS‑AIChE, and Executive Committee Position 3 shall be under 35 years of age at the beginning of the term of office.

Section 7.  No Member of the STS‑AIChE shall hold more than one office at a time.

Section 8.  Officers of the STS‑AIChE may be removed by a majority vote of the total voting membership of the Executive Committee.

ARTICLE V

ELECTIONS

Section 1.  Officers of the STS‑AIChE shall be elected by ballot under procedures prescribed by the Executive Committee and shall take office on January 1 following their election or as soon thereafter as possible.

Section 2.  The Nominating Committee shall nominate at least two candidates for the position of Chair-Elect and one candidate for all other each elective offices to be filled in the forthcoming election and present its report to the Executive Committee at the September meeting.

Section 3.  The Tellers Committee shall count the ballots and report the results to the Executive Committee which shall declare elected those nominees for officers for whom a majority of the votes were cast.

Section 4.  The Executive Committee shall appoint an eligible Member of the STS‑AIChE to fill the unexpired term of any vacancy that may occur during the year except that of the Chair.  The unexpired term of the Chair shall be filled by the Past Chair through June 30 and by the Chair‑Elect succeeding for the remainder of the unexpired term and the following year.

ARTICLE VI

EXECUTIVE COMMITTEE

Section 1.  There shall be an Executive Committee consisting of the officers of the STS‑AIChE and the STS‑AIChE=s Institute Liaison.

Section 2.  The Institute Liaison shall be ex officio a member of the Executive Committee without voting privileges and shall be appointed by the Secretary of the American Institute of Chemical Engineers or its successor organization at the request of the STS‑AIChE.

Section 3.  The Executive Committee shall be charged with the business of the STS‑AIChE.

Section 4.  The Executive Committee shall regularly meet at the call of the Chair of the STS‑AIChE, who shall also serve as Chair of the Executive Committee.  If the STS‑AIChE Chair is absent, the authority and responsibility of calling and presiding at the Executive Committee shall pass to the other officers in the order of the Chair‑Elect, the Secretary, and the Treasurer.  There shall be at least six regular meetings of the Executive Committee each year.  The quorum for a regular Executive Committee meeting shall consist of a majority of its total voting membership.

Section 5.  The Secretary shall provide notice of the regular Executive Committee meetings to the committee members consisting of the time, location, and agenda not later than three days in advance of the meeting.

Section 6.  A special Executive Committee meeting may be called by the Chair or at the request of three or more members of the Executive Committee.  A special Executive Committee meeting must be held within 14 days of the request for the meeting.  The quorum for a special Executive Committee meeting shall consist of a majority of its total voting membership plus two.  The three day advanced notice of the Executive Committee meeting is not required for a special Executive Committee meeting; however, if possible, the Secretary should provide advanced notice of the meeting to the all of the Executive Committee members.

ARTICLE VII

COMMITTEES

Section 1.  There shall be a Program Committee, of which the Chair‑Elect of the STS‑AIChE shall serve as Chair.  The Program Committee shall determine the date, time, place, and program for the STS‑AIChE=s meetings.

Section 2.  There shall be a Nominating Committee consisting of a Chair, who shall be the STS‑AIChE=s current Past Chair, and at least two other voting Members of the STS‑AIChE.  At least two members of the Nominating Committee shall not be members of the Executive Committee.  The Nominating Committee shall be appointed by the Chair of the STS‑AIChE with the approval of the Executive Committee no later than the May meeting of each year.

Section 3.  There shall be Tellers Committee consisting of a Chair and at least one other Member of the STS‑AIChE to count the election ballots as prescribed by the Executive Committee.  All members of the Tellers Committee shall be voting members of the STS‑AIChE.  The Tellers Committee shall be appointed by the Chair of the STS‑AIChE with the approval of the Executive Committee.

Section 4.  Such other committees as may be required shall be appointed by the Chair with the approval of the Executive Committee.

Section 5.  The services of any committee or committee member may be terminated by the Chair of the STS‑AIChE with the approval of the Executive Committee.

Section 6.  Unless otherwise designated by the Executive Committee, the Chair shall be ex officio a member of all committees except the Nominating Committee.

ARTICLE VIII

SECTION MEETINGS

Section 1.  There shall be at least six STS‑AIChE Section Meetings each year.  The Program Committee shall determine the time and place of the meetings.

Section 2.  A notice of each STS‑AIChE Section Meeting shall be sent to all Members of the STS‑AIChE at least ten days in advance of such meetings.

ARTICLE IX

GENERAL

Section 1.  Only the Chair and Chair‑Elect have the authority to contractually obligate the STS‑AIChE within the limits prescribed by the Executive Committee.

Section 2.  The STS‑AIChE shall have no authority to act for or in the name of the American Institute of Chemical Engineers, and the STS‑AIChE shall nave no authority to incur any financial obligation in the name of the American Institute of Chemical Engineers.

ARTICLE X

ORDER OF BUSINESS

The rules contained in the current edition of Robert=s Rules of Order Newly Revised shall govern the STS‑AIChE in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the STS‑AIChE may adopt.

ARTICLE XI

INDEMNIFICATION

The STS‑AIChE shall indemnify each member of the Executive Committee to the fullest extent permitted by Article 1396‑2.22A of the Revised Civil Statutes of the State of Texas, as the same may be amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits broader indemnification of members of the Executive Committee than permitted prior to such amendment).  Any repeal or amendment of this Article shall be prospective only and shall not adversely affect any duty of the STS‑AIChE to indemnify the members of the Executive Committee existing at the time of such repeal or amendment.

ARTICLE XII

AMENDMENTS

Section 1.  All bylaws of the STS‑AIChE shall be subject to alteration or repeal not inconsistent with any provision of the Charter of the STS‑AIChE, with any provision of the Constitution and bylaws of the American Institute of Chemical Engineers, or with any provision of law.

Section 2.  Amendments to the bylaws may be proposed by a resolution of the Executive Committee or by petition to the Executive Committee of not less than two (2) percent of the voting membership of the STS‑AIChE.  All proposed amendments to the bylaws must be submitted in writing to the Executive Committee for consideration.  Final consideration of all proposed amendments shall be postponed at least until the next regular Executive Committee meeting after their submittal.

Section 3.  After due consideration by the Executive Committee, proposed amendments shall be submitted no later than the next STS‑AIChE election to the voting membership of the STS‑AIChE for adoption by ballot under procedures approved by the Executive Committee.  If the votes in favor of adopting proposed amendments are at least two‑thirds of votes received and the total vote is at least ten (10) percent of the Members of the STS‑AIChE entitled to vote in respect thereof, proposed amendments to the bylaws shall be adopted.

Section 4.  All amendments to these bylaws shall be subject to approval by the Council of American Institute of Chemical Engineers and shall forthwith become a part of the bylaws and become effective upon such approval.

Approved December 2, 2010