By-Laws of the Coastal Carolina Section of the American Society of Mechanical Engineers

By-Lawsof the

American Society of Mechanical Engineers, Coastal CarolinaSection

I.Authority

Article C-5.1.1of the ASME Constitution states, “The Society membership may be divided into smaller units for administrative and technical activities."

Article C-5.1.2 of the ASME Constitution states, "The provisions of the Constitution and By-Laws and Society Policies established by the Board of Governors of the Society shall govern the procedure of all units of the Society but no action or obligation of such units shall be considered an action or obligation of the Society as a whole."

ASME By-Law B-5.1.1 states, "Subject to the approval of the Board of Governors, each Sector shall have the power to establish its boards and committees."

ASME Sections, Sub-Sections, and geographic Groups are Subordinate-Units of Parent-Organization ASME International, a 501(c) membership organizationwith major segments (“Sectors,” led by Sector Boards);various functional departments (“Communities,” led by specialized Community Boards including geographic);relatively large geographic Areas, led by geographical Area Operating Boards;and local geographic Operating Units (“Sections,” “Sub-Sections,” or “Groups,” led by Executive Committees).Sections, Sub-Sections, and geographic Groups are established by an official Act of the Society in accordance with ASME Policy P-5.3.

Officers and Members of Sections, Sub-Sections, and geographic Groupsare subject to the Constitution, By-Laws, and Policies of ASME, in particular:ASME Policy P-14.6 Society Name, Seal, Emblem;Policy P-15.7 Ethics;Policy P-15.8 Conflicts of Interest; PolicyP-15.9 Policy against Discrimination; and PolicyP-12.14 Use of Member Data (includes Agreement Form, to be signed and submitted to ASME by Section Officers).

Public Statements, Publications, and Public Affairs procedures are defined primarily by ASME By-Law B-7.1andASME Policy P-15.1.

All Sections, Sub-Sections, geographic Groups, and semi-independent Financial–Outreach Committees (e.g. Scholarship, Collegiate Support) are required to create and maintain By-Laws by ASME Policy P-5.3.UnitBy-Laws are reviewed for approval by the ASME Board for geographic Units in accordance with K&C SectorOperation Guide, Part 21.3.1, “Unit Guide Approvals.”

It is intended that these By-Laws shall be used in conjunction with a Section “Operation Guide,” which is compilation of optional or preferred ways to conduct the Section’s various activities, perASMEPolicy P 4.12, “Operation Guides.”

II.Name

This Sectionshall be titled “The Coastal CarolinaSection of ASME.”Similar but shorter nomenclature may be used for promotional and casual purposes, such as “CCS ASME”.

III.Object

The object of this Sectionshall be to promote the arts and sciences of mechanical engineering, in compliance with Society requirements, policies, and plans,within in the geographical territory headquartered in Wilmington, NC. The territory consists of the following countiesin the State of North Carolina: Bladen, Brunswick, Carteret, Craven, Columbus, Jones, New Hanover, Onslow, Pamlico, and Pender.All members of The American Society of Mechanical Engineers who have indicated a “for mail” address in this territory, within the boundaries established by the Society, shall be considered members of this Section.

IV.Membership

Voting-Members of the Section:Corporate Members of ASME (i.e. Fellow, Honorary Member, Member) in accordance with ASME Constitution Article C-3.1 “Membership,”in good financial standing per ASME records, and listed on ASME records as residing within the defined territory of this Section or recorded as having non-resident membershipin this Section, including within any associated Sub-Sections or geographic Groups.Voting-Members are offered the opportunity to vote on such matters as may be referred to them by the Section’s Executive Committee or by other referral methods as so-provided in these By-Laws.

Non-Voting-Members of the Section:Resident or recorded non-resident Affiliate Members,and Student Members attending colleges and universities within the defined territory of this Section, including within any associated Sub-Sections or geographic Groups,in accordance withASME Constitution Article C-3.1 “Membership.”

Voting-Members of the Executive Committee:The incumbent Elected Officers and additional Officers so-designated by the incumbent Executive Committee, as defined in these By-Laws, Part V.

Non-Voting-Members of the Executive Committee:Valuable volunteers with designated leadership Titles, whose participation, advice, and services are of value to the Executive Committee and the Section as a whole, as defined in these By-Laws, Part V.

V.Governance

The leadership and management of the Section shall be vested in an Executive Committee.Executive Committee Voting-Members shallbe selected from among the voting-members of the Section and any associated Sub-Sections or geographic Groups.

Section “start-up” or “Revitalization” Executive Committee members may be recruited by local and Society volunteers and organizers, after which, as the Section grows and prospers, Officer Nominations and Elections shall be the norm.

Officer Nominations and Election Procedures are defined in these By-Laws, Section VII, Voting.Duration of Terms-of-Office shall be one year except as may be specified on Ballots.Terms may be concurrent for all candidates or may be individually staggered for continuity in leadership, as seems best at each election.Persons serving a preceding term are eligible for selection to a succeeding term, up to a maximum of sixcontinuous years in a specific Office.

Mid-term vacancies in elected Voting-Member Positions essential to the continued operations of the Section shall be filled promptly.These vacancies may be filled by means of an election conducted by a neutral ad-hoc Elections Committee, or, by a recommendation from the Executive Committee for approval by the geographic Area Leader.

Non-performing or debilitated Officers may be removed by a two-thirds affirmative vote of the remaining Voting-Members of the Section Executive Committee, via very careful and informed consideration.

Contested removals are appealable to the incumbent or acting Leader of the geographical Area,then to the geographical AreaOperating Board or its equivalent, and above that, to thedesignated ASME volunteerleader for all geographic Units, then to the ASME Board for geographic Units,and above that, to the applicableSociety Volunteer Leadership in upward hierarchical sequence.

Elected Executive Committee Positions shall be several or all of the following, to fulfill the evolving needs of the Section and the current goals of the Society:

Chair (or “Co-Chair”):

Acts as Voting-Memberof the Executive Committee and leader and managerof the Section.
Maintains familiarity with the programs, benefits, and best-practices of the Society and of similar organizations; becomes familiar with applicable ASME By-Laws and Policies.
Identifies the evolving professional and technical needs of the members of the Section.
Solicits, recruits, and leads the training of additional volunteers.
Leads and champions beneficial activities of the Section, using fiscally-proper volunteer-leadership methods.
Reports on the activities and health of the Section.Submits Annual Merit-Based Funding Form and ensures the submittal of all other required Section Reports.
Recommends new and improved programs and business-methods to the Executive Committee and to geographical Area Leadership.
Responsible for creating a succession plan in this unit, with the support of all unit officers.

Vice-Chair:

Serves as a Voting-Memberof the Executive Committee.
Generally assists, supports, and advises the Chair.
Presides in the absence of the Chair.
Performs special projects and additional duties such as may be assigned.
Advises Executive Committee for good and advantage.
Trains for, but does not automatically succeed to, the office of Chair.

Secretary:

Serves as a Voting-Member of the Executive Committee.
Maintains key documents and records of transactions and of Section elections and ballots.
Assists in the preparation of such Reports as may be required.
Submits “Officers and Committees Information Form” or online equivalent
Advises Executive Committeefor good and advantage.
Furnishes documents and records to successor-in-office.
Calls for assistanceand action to refill vacant Leadership positions.

Treasurer:

Serves as a Voting-Member of the Executive Committee.
Under the guidance of the Executive Committee, establishes and manages such bank and financial accounts as may be authorized, in compliance with ASME financial and reporting requirements and these By-Laws.
Is empowered to make payments for pre-planned or routine expenses, and shall consult the Executive Committee on non-routine expenses exceeding$50.
Reports financial status regularly and when called upon.
Submits ASME Annual Financial Report and Budget Plan.
Advises Executive Committee for good and advantage.
Furnishes documents and records to successor-in-office.Proper transfer of control of accounts to authorized successor shall not be impeded.

The Offices of Secretary and Treasurer may be combined and vested in one person, continually or as seems best at each Election.

Senior Director(e.g. Past Chair or other experienced person):

Serves as a Voting-Member of the Executive Committee.
Shares experience and wisdom with the Executive Committee.
Generally assists the Executive Committee and Section as a whole.

Director:

Serves as a Voting-Member of the Executive Committee.
Advises Executive Committee for good and advantage.
Generally assists the Executive Committee and Section as a whole.

A Section Operations Guide provides additional details on the titles and positions of this Section.

Officers of associated Sub-Sections and geographical Groups:In accordance with ASME Policy P-5.3, Part III:Chairs of Sub-Sections and geographic Groups which are associated with the Section shall be Voting Members of the Executive Committee of the Section.

Additional(but non-elected)Voting-Members of the Executive Committee:The incumbent Voting-Members of the Executive Committee may, by a two-thirds affirmative vote, create additional Voting-Member Positions to fill specific needs.Positions shall have a specific Title and defined responsibilities.These Positions may be filled by a simple majority vote of the Executive Committee, and the Appointee becomes a Voting-Member of the Executive Committee.Creation and filling of these Positions shall be recorded in Meeting Minutes.Position and incumbency shall expire at the end of the Term of the Incumbent Chair, for reconsideration after the next Election.

AdditionalNon-Voting Members of the Executive Committee:The incumbent Voting-Members of the Executive Committee may, by a simple majority vote, create additional Non-Voting-Member Positions to fill specific needs.Positions shall have a specific Title and defined responsibilities.These Positions may be filled by a simple majority vote of the Executive Committee.Creation and filling of these Positions shall be recorded in meeting Minutes.Position and incumbency shall expire at the end of the Term of the Incumbent Chair, for reconsideration after the next Election.

Quorum:A meeting Quorum shall consist of a simple majority of the Voting-Membersof the Executive Committee, at least one of whom shall be the Chair or Vice-Chair, acting in concert at a pre-announced appointment time and manner (e.g. meeting, telephone conference, WebCast, etc.).Officers may conduct the routine affairs of the Section in the absence of a Quorum.

VI.Parliamentary Authority

In accordance with ASME By-Law B-4.1.3, formal and parliamentary portions of meetings shall be conducted in accordance with Robert’s Rules of Order.The most recent version of Robert’s, as is readily available at the meeting, in book or electronic form, shall prevail.

The methods of Robert’s shall be utilized in all debate-and-decision activities of the Section, the Executive Committee, and subordinate Committees and working-groups.

VII.Voting

Elections of Section Officers shall be regularly referred to the voting-members of the Section.Officer Elections shall be conducted by a neutral and independently-operating “Elections Committee,” selected per these By-Laws, Part V. Elections shall typically be conducted in January.

Any voting-member of the Section may nominate any other voting-member for any Office.Nomination needs to be accepted by the nominee, who may withdraw at any time.Elections Committee may ask the Candidates to submit short Statements of qualifications with proposed plans and goals for the Section.

The Elections Committee, at its own option and as seems best at each election, may do any of the following:

Put forth a single, recommended Slate of Candidates to the voting-members of the Section, in the style of a “Nominating Committee.”
For all Positions, put forth two (or a consistent small number) of recommended and qualified Candidates.
For all Positions, put forth all nominated and qualified Candidates.

Candidates’ completed Statements, if part of the election process, shall be presented to the voting-membership of the Section, impartially and equally as part of the Elections Ballot.

In two-candidate elections, a majority of the returned Ballots shall prevail.In the event of a multiple-candidate election, a plurality shall elect, but in any event by not less than one-third of the returned Ballots.Should no candidate hold more than one-third of the returned Ballots, a run off election between the two candidates with the most votes shall be conducted within 30 days of the election

Truly substantive issues shall be referred to the voting-membership of the Section at the behest of:

a simple majority of the Voting-Members of the Executive Committee, or
one third of thevoting-members of the Section acting in concert.

Balloting and Elections shall be conducted by persons not partisan to any side of a particular issue or candidacy.Secrecy of individual Ballots shall be maximized without compromising accuracy.

Voting shall be by means of Ballots provided to the voting-membership, by mail-delivery for returnmail or electronic reply, or by electronic messages and replies.For convenience and economy, voting messages may be combined with other communications to the Section, but shall not be unduly delayed.

Ballots shall be sent unencumbered and simultaneously to all such voting-members of the Section as are shown with good addresses on Society membership records.At least 30 calendar-days shall be allowed for return of Ballots, after which, the Balloting is closed.

For relatively routine items: a majority of the returned Ballots shall prevail.

For Amendments to these By-Laws and for ballot-measures with would change the basic procedures, mandates, or ASME identity of the Section: an affirmative two-thirds majority of returned Ballots is required.

A memo defining results of Ballots and Elections shall be provided and retained, for Section and Society records and for ease of transfer of legitimate control of bank-accounts.Geographical Area Leadership and ASME Records shall be notified of election results and contact information.

VIII.Financial Procedures

The Section must use a designated unit/ASME financial account:

The Fiscal Year of the Section shall match the Fiscal Year of the Society.
Funds shall be promptly deposited tothe unit/ASME financial account.
An ASME Financial Report and Budget Plan shall be filed at least annually or as otherwise required.
Contracts with Vendors shall be reviewed by ASME prior to execution in accordance with ASME Policy P-4.4 “Funds.” See also, ASME Policy P-2.4 “Insurance Requirements,” Policy P-4.3, “Alcohol and Controlled Substances, Policy P-5.4, “Chartering and Arrangements for Tours,” and Policy P-12.1, “Conduct of Conferences and Events.”
Disbursements shall be made only upon submittal of proper documents and receipts.
Candid and accurate Financial Reports shall be submitted to Section Leadership regularly and whenever called-for by persons in authority.

IX.Amendments to these By-Laws

Initial and amended versions of these Section By-Laws shall become effective upon approval by the Executive Committee and the Section per ASME ASME Policy P-5.3 and by the ASME Board for geographic Unitsper K&C Sector Operation Guide, Part 21.3.1, “Unit Guide Approvals.”

Merely-editorial and non-controversial changes to these By-Laws may be made by approval of the Section’s Executive Committee.Changes of this type shall be summarized and reported routinely to the voting-membership of the Section.

Proposed Amendments to these By-Laws may be submitted to the Executive Committee:

by any Voting-Member of the Executive Committee, or
by any five voting-members of the Section acting in concert.

The Executive Committee shall refer Proposed Amendments to the voting-membership of the Section at the behest of:

a simple majority of the Voting-Members of the Executive Committee, or
any tenvoting-members of the Sectionacting in concert.

Voting on proposed Amendments shall be in accordance with theseBy-Laws, Part VII.

Current versions of these Section By-Laws, with approval dates, shall always be filed promptly with the ASME Board for geographic Units.

X.Dissolution; Distribution of Assets

Dissolution procedures are required for all tax-exempt organizations.

Dissolution shall be by an official Act of the ASME Board for geographic Units, reported-out to ASME Society Leadership.

Upon Dissolution, the Distribution of Assets and the re-assignment of Section membership shall be as circumstances show to be most appropriate, options to include the following:

In merger: Basic Funds to the combined successor Unit of ASME.Uniquely geographically-oriented Funds may be allowed to remain intact with continued purposes, if so-approved by thegeographical Area Boardand the ASME Board for geographic Units.
In hiatus with intent to resume:intact to the custody of the Operating Unit of ASME assigned to manage and continue the affairs of this Section, should it temporarily cease to function.
In total cessation: to the destination within the Society as determined by the ASME Board for geographic Units, reported-out to ASME Society Leadership.

Distribution in any event shall be in compliance with Society and taxing-authority requirements.

Template approved by the Global Communities Board, date ______

Approved by the Section Executive Committee, date ______

Approved by the members of the Coastal CarolinaSection, date ______

Initial version approved by the Global Communities Board, date ______

Amended and approved, date ______

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