Bylaws

Preamble
Article I - Name
Article II - Objective
Article III - Membership

Section 1) Eligibility
Section 2) Establishment of Membership
Section 3) Retiree
Section 4) Transfer of Membership
Section 5) Termination of Membership

Article IV - Dues
Article V - Meetings

Section 1) Regular Meetings
Section 2) Annual Meetings
Section 3) Special Meetings
Section 4) Order of Meetings
Section 5) Presiding Officer
Section 6) Voting
Section 7) Quorum
Section 8) Order of Business

Article VI - Fiscal Year
Article VII - Officers

Section 1) Eligibility
Section 2) Officers
Section 3) Election and Terms
Section 4) Duties
Section 5) Reimbursements
Section 6) Vacancies

Article VIII - Committees

Section 1) Appointment
Section 2) Quorum
Section 3) Vacancies
Section 4) Executive Committee
Section 5) Standing Committee

Article IX - Amendments
Article X - Contributions
Article XI - Standing Rules
Article XII - General

PREAMBLE

WHEREAS, We believe:

  • That our first responsibility as Guild members is to contribute to the attainment of the overall objectives of our administration’s operation, and that teamwork and cooperation are the most effective means of fulfilling that responsibility as achieving departmental goals;
  • That participation in programs to enhance the skills of management among ourselves and our subordinates is essential to improve our standards and performance;
  • That due regard for individual integrity and the collective interchange of knowledge and experience can make the organization an effective instrument for elevating the standards and stature of all Guild Members.

NOW THEREFORE, with the above declared beliefs and purposes in mind, there is hereby established the Minnesota Chief Engineers Guild.

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ARTICLE I - NAME

This organization shall be known as the Minnesota Chief Engineers Guild, hereafter referred to as the Guild.

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ARTICLE II - OBJECTIVE

The objective of the Guild shall be to advance the development of effective facilities management, operations, maintenance, and engineering in the State Institutions by:

1. Encouraging and assisting members to develop their competence in the field of facilities management, operations, maintenance, and engineering.

2. Encouraging and assisting in conducting regular meetings, conferences and educational programs.

3. Providing a medium for the interchange of ideas among members and dissemination of information to members.

The Guild is organized exclusively for scientific and educational purposes as a not-for-profit organization. Upon dissolution, any assets of the Guild shall be distributed to an organization enjoying an exempt status under Section 501(c).(3) of the Internal Revenue Code or successor authority.

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ARTICLE III - MEMBERSHIP

Section 1) Eligibility

  1. Members – Employees of the State of Minnesota, Counties, Municipalities and Private Colleges, who are actively engaged in the field of facilities management, maintenance, and engineering who occupy managerial, supervisory, or support positions. Guild members as defined effect both the art and the science of efficient planning and maintenance of the physical environment, equipment, and systems of state facilities.

  2. Associate Members – Those individuals who are actively engaged in the field of facilities management, maintenance, and engineering occupations related to the art and the science of efficient planning, engineering, management, and maintenance of the physical environment, equipment, and systems of building operations. In addition, those companies or organizations that support the tenets of the Guild will be eligible as Associate Members of the Guild. Associate Membership will select a member representative which will be appointed to the Executive Board by the President of the Guild to serve for a 2 year period.

  3. Affiliate Members – Those individuals or organizations that support the tenets of the Guild but are not necessarily in the facilities or maintenance fields shall be eligible as Affiliate Members of the Guild. Affiliate Members will not be charged annual dues.

Section 2) Establishment of Membership

Membership shall be established in the Guild upon payment of the Annual Dues. Said dues shall entitle the payee to membership from July 1 through June 30).

Section 3) Retiree

All retired members will have a lifetime paid membership. These Members will have no voting privileges.

Section 4) Transfer of Membership

Membership in the Guild shall not be transferable to another person. A member who changes institutional affiliation shall retain membership for the full term of which dues have been paid.

Section 5) Termination of Membership

  1. Loss of eligibility – Membership of any person who, because of change of position or leaving state service, is no longer eligible for membership in the Guild and shall be automatically terminated at the end of the term for which dues have been paid.
  2. By action of the Executive Committee may suspend or expel any member for cause after giving such member the opportunity to have a hearing. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Guild present and voting at a regular meeting.
  3. Delinquent dues – Any member who is delinquent in the payment of dues after July 1 is no longer considered a member until all dues are paid.

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ARTICLE IV - DUES

The annual dues for the Guild shall be established by the Executive Committee with the approval of the membership. Dues shall be payable at the annual meeting or no later than July 1 of each year. Any member delinquent in the payment of dues may be suspended. No portion of the dues paid by any member shall be refundable.

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ARTICLE V - MEETINGS

Section 1) Regular Meetings

  1. The Guild shall meet on a regular basis as established by Executive Committee with the approval of the membership.

  2. Guest speakers invited to attend a regular meeting shall have luncheon expenses paid for by the Guild.

Section 2) Annual Meeting

  1. The annual meeting shall be determined by a committee selected by the Guild President.
  2. Retiring dues paid members shall be invited to the Annual meeting of the year following retirement. The Guild shall pay banquet expenses for that retired member.

Section 3) Special Meetings

Special meetings of the Guild may be called by the Executive Committee. The Secretary of the Guild shall notify the membership no less than ten (10) days prior to the date of the meeting. Special meetings shall be limited to consideration of subjects listed in the official call unless it is otherwise ordered by unanimous consent of the members present and voting.

Section 4) Order of Meeting

The Guild shall adopt regulations for conducting meetings of the organization and may amend them from time to time by a majority vote of those present and voting at a regular meeting. These regulations shall be in accord with Robert’s Rules of Order, Revised, when the latter are not in conflict with the By-Laws of the Guild.

Section 5) Presiding Office

The President of the Guild shall preside at all meeting. In the absence of the President, the officer present who is next in line shall assume the chair.

Section 6) Voting

Each member of the Guild who is present at the meeting and in good standing shall be entitled to one vote. Proxy votes will be accepted electronically.

Section 7) Quorum

A quorum shall consist of any two (2) officers plus five (5) members present at any regular or special meeting.

Section 8) Order of Business

  1. The order of business at all meetings with the exception of special meetings shall be:
    1. Call to Order.
    2. Reading of minutes
    3. Reports of officers
    4. Reports of standing committees
    5. Reports of special committees
    6. Unfinished business
    7. Communications
    8. New business
    9. Election of officers
    10. Appointment of chairpersons of standing committees
  2. The order of business at any special meeting of the Guild shall be that determined by majority vote.

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ARTICLE VI - FISCAL YEAR

The fiscal year of the Guild shall be from July 1 through June 30.

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ARTICLE VII - OFFICERS

Section 1) Eligibility

Any member of the Guild who is in good standing shall be eligible for elective office in the Guild. Associate Members and Affiliate Members shall not be eligible to hold an elective office in the Guild.

Section 2) Executive Committee Officers

The Executive Committee Officers of the Guild shall be President, 1st Vice President, 2nd Vice President, Secretary/Treasurer, Executive Director and an Associate Member. The Secretary/Treasurer & Executive Director, will be hired positions. The Secretary/Treasurer, Executive Director and Associate Member will be non voting members of the Guild.

Section 3) Election and Terms

The President, 1st Vice President, and 2nd Vice President, shall serve two year terms beginning after the annual meeting or until their successors are elected. The 2nd Vice President shall be nominated by the Nominating Committee. Members shall vote for only one candidate for 2nd Vice President. The remaining officers shall advance through the chair as follows:

1. The 2nd Vice President shall become 1st Vice President.
2. The 1st Vice President shall become President.
3. The President shall become chairperson of the Board of Directors.

The election of the 2nd Vice President shall be conducted at the Annual Meeting.

The Secretary/Treasurer & Executive Director are hired positions and will be appointed by the Executive Committee.

The Board of Directors shall consist of the outgoing President, who shall preside as chair, and the two (2) previous Presidents. Each shall serve a term of three (3) years and shall be responsible to fill all vacancies except that of President. They shall investigate all charges against members and also select and award a plaque to the most deserving member or members for their outstanding contribution to the betterment of the Guild. At least one award is to be given annually at the Annual Meeting. The Board of Directors or an Auditing Company hired by the Guild, shall audit the Guild’s annual financial statement and records after September 1, and report its findings to the Guild at the next meeting.

Section 4) Duties

  • President – Shall preside at all regular meetings and shall appoint a chairperson for all committees. The President shall be an ex-officio member of all committees.
  • 1st or 2nd Vice President – Shall preside at all meetings in the absence of the President and in case of a vacancy occurring in the Office of the President, shall assume the duties of the President until the office is filled as herein provide. The 1st Vice President shall be chairperson of the program committee and shall arrange speakers for the regular meetings.
  • Secretary/Treasurer – Shall maintain the official minutes and records of the Guild; shall prepare and mail all notices for meetings; at the beginning of the term, prepare and distribute to the membership a listing of all members of the Guild; shall deliver to the successor in office all books, property, and records of the Guild; shall send sympathy cards to members of the family for those deceased.

    Shall receive all monies payable to the Guild and keep an accurate accounting of all monies received and paid; keep the books ready for inspection at all times and prepare a year-end financial statement for the auditing committee at the annual meeting; deliver to the successor in office all monies, bank statements, records and property of the Guild.

Section 5) Reimbursements

The President will receive a stipend for time and expenses incurred during the year, as decreed by the Executive Committee.

The Secretary/Treasurer will receive a stipend for time and expenses incurred during the year, as decreed by the Executive Committee.

The Executive Director will receive a salary and expenses, payable each month, as decreed by the Executive Committee.

Section 6) Vacancies

If the office of the President becomes vacant, the 1st Vice President shall immediately accede to the Presidency for the duration of the unexpired term and shall continue to serve as President for the subsequent term.

If the office of the 2nd Vice President becomes vacant, the President may fill the vacancy with a member of the Board of Directors for the duration of the unexpired term.

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ARTICLE VIII - COMMITTEES

Section 1) Appointment

The Chair and members of committee shall be appointed by the President.

Section 2) Quorum

A majority of any committee shall constitute a quorum.

Section 3) Vacancies

The President of the Guild shall have the power to fill vacancies on any committee.

Section 4) Executive Committee

The Executive Committee shall consist of the officers and members of the Board of Directors of the Guild. The Executive Committee shall have the power to act on behalf of the Guild between regular meetings, when, in the judgment of the Committee, necessity requires action. In addition, matters that might require special consideration shall be referred to the Committee and their recommendation shall be submitted to the membership at the next regular meeting.

Section 5) Standing Committee

There shall be at least four (4) standing committees of not less than three (3) members each; they should be concerned with: Programs, Nominations, Revisions, and Scholarship.

  1. The Program Committee’s responsibilities shall include, but not limited, to the following:
    1. Developing and conducting educational programs at the regular and annual meeting of the Guild.
    2. Developing and scheduling educational programs through educational institutions, agencies, etc., aimed at encouraging and assisting members to increase their knowledge and competence.
    3. Serving as a liaison between the Guild and other allied organizations at the local, state, and regional level in developing and conducting educational programs and opportunities.
  2. The Nomination Committee shall prepare a ballot for nomination consisting of name(s) for each office to be filled and who have consented to serve if elected. They shall present the ballot at the annual meeting. If indicated, opportunity shall be provided for nominations from the floor at the time of the election.
  3. The Revisions Committee shall receive all proposed amendments to the Constitution or By Laws in writing at least two weeks prior to the meeting at which they are to be presented. The committee shall be responsible for the inclusion of all approved changes or additions into the Guild Handbook.
  4. The Scholarship Committee shall set guidelines and criteria for awarding annual scholarships to post-secondary education students. The scholarships shall be determined by the Committee and voted upon at the next regular meeting.

There shall be such additional standing and ad hoc committees as may be established and appointed by the President from among the membership.

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ARTICLE IX - AMENDMENTS

This Constitution and its By Laws may be amended, upon recommendation of the Executive Committee, by a two-thirds vote of the membership present and voting at a regular meeting, or have been discussed at the preceding meeting.

Any changes to the Constitution and By Laws suggested by any member or group of members must be fully defined in writing to prevent legal or constitutional error. This applies to the review and revision of the present forming of the Constitution.

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ARTICLE X - CONTRIBUTIONS

Contributions not to exceed 5% of the total treasury fund can be donated to one or more charities designed by the membership, or as Scholarships to Members, Associate Members, or to Post-Secondary Education Students.

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ARTICLE XI - STANDING RULES

Standing Rules can be adopted by the majority vote at any meeting. After they have been adopted, they cannot be modified at the same session except by a reconsideration. At any future session they can be suspended, modified, or rescinded by a majority vote. No standing rule (or other resolution can be adopted which conflicts with the Constitution, By Laws, or rules of order. Ibid – Robert’s rules of Order (1983 Edition)

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ARTICLE XII - GENERAL

  1. Any advanced payment to the Guild for such items as meals, tours, etc., will not be refunded without unanimous approval of the Executive Committee.
  2. Exhibitors, company representatives, solicitors, etc., who wish to represent and, or are presenting their company products at a regular or annual meeting shall be charged a nominal fee, to be determined by the Program Committee and the Executive Board.
  3. A guest speaker or designee for a regular or annual meeting shall be paid an amount to be determined by the Program Committee and the Executive Board.
  4. Spouse/Children’s annual program fund dollars are to be determined by the Executive Board.
  5. A newsletter is established; meeting minutes will be incorporated as well as other articles of interest that are submitted by the general membership.
  6. Flower Fund annual dollar amount is to be determined by the Executive Board.

Date organization originally established: 1943
Constitution and By Laws revised: 12/2001 – 07/2006 – 12/2008 – 06/2009 - 11/2009

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