The following Bylaws govern the Washington Society of Professional Engineers. An official signed copy is available for download below.
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Preamble
Recognizing that service to the public, to the state and to the profession is a fundamental obligation of the professional engineer, the Washington Society of Professional Engineers does hereby dedicate itself to the promotion and protection of the licensed professional practice of engineering as a vital social and economic influence upon the health, safety and welfare of the community, the state of Washington, the United States of America and all mankind.
Bylaw 1 — Name of the Organization
Section 1. The name of this organization shall be the Washington Society of Professional Engineers, hereinafter called the Society.
Section 2. The Society is incorporated as a nonprofit organization under the laws of the state of Washington.
Section 3. The Society is an Affiliated State Society of the National Society of Professional Engineers, a national organization of like aims and purposes, hereinafter called NSPE. The Society shall participate actively in all NSPE Meetings and other state/NSPE functions and activities.
Section 4. The Society subscribes to and supports the NSPE Code of Ethics for Engineers.
Bylaw 2 — Objectives
Section 1. The objectives of this Society shall be to:
- Advance and promote the public health, safety and welfare.
- Advance the professional, social and economic interests of the professional engineer.
- Strive throughout the profession to make licensure more meaningful in terms of acknowledgment of individual achievement in engineering as reflected by education and practice, and encourage all qualified engineers to seek legal status through licensure.
- Unite all qualified engineers of the state in one organization.
- Stimulate and develop professional concepts among all engineers.
- Advance self-education and self-improvement, motivating practicing engineers to upgrade and expand their individual and corporate competencies by promoting a life-long desire to study, develop and learn.
- To encourage members to participate in civic activities and assume a leadership role in their community to provide valuable insight, wisdom and experience in creating solutions that affect and improve all levels of society and government.
- Represent the engineering profession in legislative matters in the interests of the state and the profession.
- Promote high standards of engineering education.
- Establish and preserve high standards of ethical conduct and practice by members of the profession.
- Cultivate public appreciation for the work of the engineer through improved public relations, and provide a forum for effective exchange and advancement of knowledge of matters of concern to the profession.
- Assist those interested in obtaining reliable information concerning the profession of engineering.
- Mentor developing engineers and assist them in their career track toward licensure.
Bylaw 3 — Membership
Section 1. The Society has entered into a NSPE-State Society Agreement with NSPE under which the Society has selected to be an Integrated Affiliated State Society. Integrated Affiliated State Society shall be defined as follows:
- A unified membership that includes national membership in NSPE and membership in one State Society for professional members, offered at a society-wide, single dues price point;
- A division of dues between NSPE and State Society based upon service/capacity tiers;
- Service/capacity tiers and placement within tiers, which shall be reviewed and modified in consultation between the NSPE and participating State Societies at the conclusion of the first fiscal year after implementation (June 20, 2019) and every other year thereafter and may be adjusted between regular reviews if and when a material change in State Society circumstances occur.
- The establishment and maintenance of a single membership administration and billing system managed by, and the responsibility of, NSPE.
- The Society may create, support and administer categories of membership solely at the state level for those individuals or businesses that do not otherwise qualify for membership in one of the categories as defined by the NSPE Bylaws provided the state level category is not in conflict with the NSPE Bylaws.
Section 2. All members shall pay annual dues as set forth in the Policies. A member’s dues shall be current, as defined in the Policies, for the member to receive the privileges and benefits of membership.
Section 3. All members other than Honorary Members and Student Members shall have voting privileges in the Society.
Section 4. Should the licensure of a member be revoked for any reason, other than retirement from active practice, the person shall automatically cease to be a member of the Society.
Bylaw 4 — Officers
Section 1. The officers of the Society shall consist of the President, President-Elect, Vice President East, Vice President West, Treasurer, the Society Delegate to the NSPE House of Delegates, the Past President who shall be the latest living resident Past President willing to serve, and the Chair of each of the recognized Interest Groups. Only members in the grade of Licensed Member or Member may hold the aforementioned officer positions.
Section 2. The President-Elect, Vice President East, and Vice President West shall be elected for a term of one year. The President-Elect shall automatically assume the presidency for the year following election. The Treasurer and the Society Delegate to the NSPE House of Delegates shall be elected for a term of two years. The Chair of each of the recognized Interest Groups is elected in accordance with the established rules of that Interest Group.
Section 3. Eligibility to nomination, election or retention of a position as an elected officer of the Society shall be contingent upon residence or employment in the state and membership in the Society.
Section 4. The duties of the officers shall be as defined in the Policies.
Section 5. The Treasurer shall provide security, at the expense of the Society, for such amount as may be determined by the Board.
Section 6. The officers shall take office, and the President-Elect elected the previous year shall become President, on the first day of the Administrative Year following their election, and shall hold office until their successors have been duly elected and installed.
Section 7. In the event the President becomes unable to serve, the President-Elect shall succeed the President and complete the term of office of the vacating President and then their own term as President. The office of President-Elect shall remain vacant until the next Annual Meeting, at which meeting a President-Elect shall be installed. A vacancy occurring in any other position shall be filled through election by the Board.
Section 8. A Delegate to the NSPE House of Delegates shall be elected by the Society to represent the Society at the NSPE House of Delegates Assembly, as set forth in Bylaw 5. This member shall serve as Delegate for a two-year term and shall be eligible to serve no more than two consecutive terms.
Section 9. The Society shall be represented on the Western and Pacific Regional Caucus of NSPE by the Society Delegate to the NSPE House of Delegates or a member designated by the President.
Bylaw 5 — Elections
Section 1. Nominations for elective offices shall be made in accordance with the Policies either by the Nominating Committee or by petition signed by 10 percent of the members eligible to vote or 50 such members, whichever is less.
Section 2. The Nominating Committee shall be comprised of the most recent available Past President as its chair, and a minimum of two other members as set forth in the Policies. No member may serve more than two (2) consecutive years and not more than two years in a four-year period.
Section 3. The Nominating Committee shall canvass the membership, chapters and Interest Groups for candidates for office and shall offer one or more nominations for each office. No one who is a member of the Nominating Committee shall be eligible for nomination to office by that Committee.
Section 4. The Nominating Committee shall report the names of nominees, together with a brief biographical sketch of each nominee, to the Secretary with enough time for distribution and presentation at the annual meeting.
Section 5. Nominations by petition must be delivered to the Secretary by April 1st. Nominees by petition may include members of the Nominating Committee.
Section 6. Whenever there is more than one nomination made for any office to be filled, the Secretary shall prepare an official ballot that shall be mailed to each voting member in good standing on or before April 15th. The official ballot shall contain a listing of all offices to be filled and the nominations therefore.
Section 7. Election of officers shall be made annually by a plurality vote on individual letter or electronic ballots sent to all voting members of the Society in good standing. Procedures for collecting and counting ballots are set forth in the Policies.
Section 8. Election of the Delegate to the House of Delegates shall be made biannually by a plurality vote on individual letter or electronic ballots sent to all voting members of the Society in good standing, or by such other procedure as determined by the Society Board of Directors. This ballot may be combined with the ballot for the election of Officers.
Section 9. The nominee for each office receiving the greatest number of votes cast for office shall be declared elected for such office. The elected officers shall be known by the title of the office to which elected, with the suffix “Elect” until they assume the duties of their respective offices.
Bylaw 6 — Administration
Section 1. The Board of Trustees (Board) shall determine all questions of policy and shall administer the affairs of the Society under these Bylaws, the Policies, and the general provisions of the law under which it is incorporated.
Section 2. The Board shall consist of the Executive Committee, the Chapter Trustees, the President of each Chapter, and the Treasurer (or Chapter designee) of each Chapter. A member of the Board must have voting privileges and may hold two or more positions on the Board simultaneously but shall have only one vote.
Section 3. The Executive Committee shall consist of the Officers of the Society. It shall include the Western and Pacific Region Director when such Director is a Member of the Society. Within the provisions of the Bylaws, the Executive Committee shall act for the Board between Board meetings.
Section 4. The President or Secretary of each Chapter shall communicate to the Society Secretary those selected to represent the Chapter. All Trustees shall be duly qualified by taking the Oath of Office as Trustee. New Trustees shall assume office at the beginning of the Administrative Year.
Section 5. The Board shall have authority to decide upon any question by means of a letter or electronic ballot directed to all members of the Board. Procedures for determining a vote by letter or electronic ballot shall be specified in the Policies. At any point during the voting period when a ballot is voted up or down by a majority of those eligible to vote, that determination is final.
Section 6. The Board shall direct the investment and care of funds for the Society, adopt an annual budget, make appropriations for other specific purposes, and cause the financial accounts of the Society to be audited not less than once a year. The Board may, at its discretion, delegate specific fiscal administrative responsibilities to the Treasurer and the Finance Committee.
Section 7. The Board shall be empowered to invest and reinvest such funds as may be available for the creation of an investment fund. A three-fourths vote of the Board of Trustees shall be required to authorize expenditures from this fund which are other than for investment or reinvestment.
Section 8. The Trustees shall act only as a Board of Trustees and the individual Trustee shall have no power as such on behalf of the Society.
Section 9. No member of the Board shall receive a salary or compensation from the Society, except for expenses incurred on behalf of the Society as approved by the Board or as authorized by the Board for performance of work included within the annual budget.
Section 10. The Board may appoint an Executive Director, when the financial and other conditions warrant, and fix compensation and define the duties of the office.
Section 11. The administrative and fiscal year of the society shall be the same as the administrative and fiscal year of NSPE.
Section 12. The Board shall determine the location of the Headquarters of the Society.
Section 13. The Board shall develop written Policies, which shall become effective, be amended or be rescinded upon a majority vote of the Board, unless otherwise indicated by the Board.
Bylaw 7 — Meetings
Section 1. The Society shall hold an Annual Meeting at such time and place as may be selected by the Board, which meeting shall be open to all members and their guests.
Section 2. Monthly meetings of the Board, other than the Annual Meeting, shall be held electronically as called by the President.
Section 3. Special meetings of the Society shall be called by the President, on a two-thirds vote of the Board or upon petition by 50 members of the Society, or 10 percent of the membership, whichever is less.
Section 4. At meetings of the Board, each Chapter shall be entitled to two votes plus one vote for each 50 members or fraction thereof in good standing as reported to the Secretary on the previous November 30th. These votes shall be allocated as follows:
- One vote for the Chapter President;
- One vote by the Chapter Treasurer (or designee); and
- One vote by each Chapter Trustee or authorized alternate in attendance at the meeting.
Section 5. At meetings of the Board, one third of the Board members with votes shall constitute a quorum. At meetings of the Executive Committee, a majority of the Executive Committee shall constitute a quorum. An affirmative vote of a majority of the members present at any regular or duly called meeting of the Board or Executive Committee shall be required to pass any motion not inconsistent with the Bylaws of the Society. The meeting chair shall vote only when necessary to break a tie.
- Although other members of a Chapter may be present to report to the Board or observe at a Board meeting, only the duly elected Trustee or Trustees and/or President and President-elect of any given Chapter shall be counted as a member of the Board for purposes of determining a quorum and cast a vote at a meeting of the Board. Prior to the meeting roll call, the Chapter must communicate to the Society Secretary any replacement member of the Board of Trustees.
- The Chair shall determine and rule upon the validity of the Trustee’s credentials except that when objection is made as to the propriety of any credentials, a two-thirds majority of the Chapter Trustees votes, present and not in question, shall be required to seat the Trustee or Trustees.
Section 6. The Executive Committee shall meet regularly at locations designated by the Committee, meet by teleconferences, or similar meeting technologies. Special meetings of the Committee will be held at the call of the President or at the request of three members of the Committee and such meetings shall be held at a location to be determined by the President, by telephone conference call or electronic correspondence.
Section 7. The latest version of Robert’s Rules of Order shall be the parliamentary authority for conducting votes and administering the Society.
Bylaw 8 — Chapters
Section 1. The membership of the Society may be organized into Chapters as determined by the Board. The Board shall authorize and charter such Chapters, defining boundaries as may best serve the members of the Society.
Section 2. The Board shall have authority to make rules and regulations for and decisions affecting the chartering, combining or dissolving of chapters.
Section 3. Each Chapter chartered by the Society shall adopt such Bylaws for its operation as it may deem proper, provided that nothing contained therein shall conflict with or contravene the Bylaws of the Society. Such Bylaws and any changes thereto are subject to approval of the Board.
Section 4. Chapters shall engage only in such activities as are consistent with the objectives of the Society. Such activities shall be restricted to the geographical area, for which the Chapter is chartered, except as authorized by the Board.
Section 5. In all matters of local concern not covered by these Bylaws, Chapters shall retain full autonomy, but may call upon the Society and NSPE for advice, counsel and assistance.
Section 6. Chapters shall not contract any debt or obligation on behalf of the Society or NSPE unless expressly authorized by the Board.
Section 7. The fiscal and administrative years of the Chapters shall be concurrent with those of the Society.
Section 8. Student members in engineering colleges and universities may be organized into Student Chapters according to rules and regulations determined by the Board.
Section 9. The annual Chapter dues shall be determined by the Society as set forth in the Policies.
Bylaw 9 — Interest Groups
Section 1. To further the objectives of the Society and to better serve its members’ diverse needs, the Board may sanction the creation or order the dissolution of Interest Groups as set forth in the Policies.
Section 2. The Officers of each Interest Group shall consist of a Chairperson and no more than six other Officers as established in the Rules of Government and Operation of each Interest Group. Nominations and election of officers shall be conducted in accordance with each Interest Group’s Rules of Government and Operation. The Society President shall be an ex-officio member of the Interest Group; the Society President may be a voting member if so desired by the Interest Group.
Section 3. The Interest Group Officers shall constitute the Executive Committee of the Interest Group. The Executive Committee shall establish and maintain contact with similar Interest Groups in the various Chapters and shall conduct the business and activities of the Interest Group during the time between general meetings and shall make necessary arrangements for the general meetings.
Bylaw 10 — Committees
Section 1. Such Committees as may be appropriate shall be established as provided in the Policies.
Section 2. Standing Committees shall be established, their members appointed, and their duties defined in accord with the Policies.
Section 3. Special (Ad Hoc) Committees shall be appointed by the President as required.
Bylaw 11 — Amendments
Section 1. Amendments to these Bylaws may be proposed by: (a) a majority vote of the entire Board; or (b) a petition signed by not less than 10 percent of the members of this Society or 50 such members whichever is smaller.
Section 2. An amendment to these Bylaws shall become effective upon the affirmative vote of two-thirds of the eligible Board votes (excluding vacant offices) described in Bylaw 6, Section 2. A minimum of 15 days must pass between the presentation of the amendment proposal to the Board and the vote to approve or disapprove the amendment proposal.
Section 3. An amendment to these Bylaws affecting Bylaw 6 or Bylaw 11 shall become effective after the affirmative vote of the majority of the entire Society membership subsequent to acceptance by the Board. A minimum of 32 days must pass between the presentation of the amendments and a physical or electronic ballot sent to all voting members of the Society in good standing.
Bylaw 12 — Savings Clause
Section 1. Any article or section of the Bylaws and Policies found to be in conflict with the NSPE Bylaws and the NSPE-State Society Agreement shall be null and void. However, this shall in no way invalidate the remaining articles and sections of the Bylaws and Policies.