Chapter Bylaws

The Chapter was granted a charter by the Institute on April 6, 1953, and its original Bylaws became effective the same day.

The Bylaws have been amended as listed below:
* Amendment adopted in March of 1963.
* Amendment adopted in April of 1965.
* Amendment adopted on December 16, 1968.
* Amendment adopted on September 12, 1970; approved by the Institute on October 23, 1970.
* Amendment approved by the Institute on November 2, 1976; adopted on February 24, 1977.
* Amendment approved by the Institute on February 27, 1979; adopted on April 14, 1979.
* Adopted by the D.C. Metropolitan Chapter: February 1, 1985.
* Adopted by the D.C. Metropolitan Chapter: April 1, 1987.
* Adopted by the D.C. Metropolitan Chapter: February 10, 1998.
* Adopted by the D.C. Metropolitan Chapter: December 7, 2004

The Institute has certified the Chapter Bylaws, by letter from the Secretary of the Institute of 06 November 1997.

BYLAWS OF THE DISTRICT OF COLUMBIA METROPOLITAN CHAPTER
OF THE CONSTRUCTION SPECIFICATIONS INSTITUTE, INC.

ARTICLE I - NAME
The name of this organization is The District of Columbia Metropolitan Chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the "Chapter," said Chapter being an affiliate Chapter of The Construction Specifications Institute, Inc., hereinafter referred to as the Institute.

ARTICLE II - GOVERNING AUTHORITY
The Chapter, a corporation organized under the laws of the State of Maryland, is governed and operated in accordance with the provisions of its Articles of Incorporation, the Institute Bylaws, the regulations and requirements for the conduct of Chapters of The Institute as adopted from time to time by the Institute Board, these Bylaws, the Standing Rules of the Board, and the Chapter Administrative Guide as issued through the Board.

ARTICLE III - PURPOSE AND POLICY
Section 1.
The purpose of the Chapter is to provide a medium at local level for advancement of the objectives of the Institute.
Section 2.
The name, funds or influence of the Chapter may be used only in support of this purpose.

ARTICLE IV - BOARD
Section 1.
The management and direction of the Chapter shall be governed by its Board.
Section 2.
The Board shall consist of the following members: president, first vice president, second vice president, secretary, treasurer, immediate past president, and five directors. At least two directors shall be Professional Members, and at least two directors shall be Industry or Associate Members. If the chapter includes a student affiliate, a student affiliate representative shall be a non-voting member of the board. Professional members shall constitute a minimum of thirty-three percent of the chapter board, and industry and associate members shall constitute a minimum of thirty-three percent of the chapter board.
Section 3.
The Board shall promptly consider applications for membership in the Chapter in accord with Institute procedures and take any other appropriate action concerning the status of members of the Chapter and report its actions to the Institute promptly.
Section 4.
The Board shall select all standing and special committees, designate duties, and may authorize compensation for justifiable expenses.
Section 5.
The Executive Committee shall act in behalf of the Board, on an interim basis when the Board is not in session, in matters pertaining to the control and management of the Chapter as delegated by the Board. The Executive Committee shall consist of the President, Vice Presidents, Treasurer, and Secretary.
Section 6.
The Board shall designate the depositories for the funds of the Chapter. Any securities, monies, or property of the Chapter, including the deposit in any bank or trust company or in any safe deposit vault, shall be under such safeguards as the Board may designate.
Section 7.
Board meetings shall be held regularly throughout the year on the dates prescribed in the Standing Rules of the Chapter, but not less than once every 90 days and, at least, once in the following months: April and June. The Board at the first Board meeting of each fiscal year shall establish regular meeting dates for the entire fiscal year. Secretary shall record and publish established dates at least 10 days before the next scheduled Board meeting. Special Board meetings shall be held at any time upon call of the President or a majority of the Board. All meetings shall be held at such times and places as the Board may direct. Minutes of Board meetings shall be distributed to the members with a copy to the Institute directors.
Section 8.
A majority of the Board shall constitute a quorum, and all members of the Board are eligible to vote on Chapter business, except where stated otherwise.
Section 9.
Any member of the Board may be removed from office for cause by a two-thirds vote of the Board other than the member involved; provided, however, that said member shall have the same rights as other members of the Chapter. Absence from more than two successive meetings of the Board without justifiable reason shall constitute cause for removal or other action.
Section 10.
Should a vacancy occur on the Board, another eligible member shall be elected by two-thirds affirmative vote of the Board to fill such vacancy for the duration of the unexpired term.
Section 11.
The Immediate Past President shall automatically become a member of the Board and shall serve until the succeeding President completes the term or terms of office. Should the Immediate Past President choose not to serve, or be unable to serve, another past Chapter president, selected by the Board, shall serve in the position. The Immediate Past President shall
* advise the President on issues regarding past Chapter activities and duties of office;
* nominate candidates, and prepare and distribute ballots for vacant office positions.

ARTICLE V - OFFICERS

Section 1.
The Officers of the Chapter shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer.
Section 2.
The President shall be the Chief Executive Officer with all duties and responsibilities incident to the office or as may be prescribed by the Board. The President shall
* serve as Chair of the Board and Executive Committee and shall preside at all meetings of the Chapter and of the Board;
* select the Chairs of all committees, except where otherwise provided;
* maintain close liaison with the Region Directors, and serve as a director on the Region Board;
* appoint Chapter delegates to the annual meetings of the Region and Institute,
* serve as Chair of the Institute Tellers Committee;
* be an ex-officio member of all committees;
* sign all agreements and formal instruments;
* see that all orders and resolutions of the members of the Chapter and of the Board concerning the Chapter are effected.
Section 3.
The First Vice President shall
* serve upon the absence of the President;
* perform other duties as assigned by the Board;
* assume the office of President upon termination of the current president's term prior to expiration of the term.
Section 4.
The Second Vice President shall
* perform such duties as assigned by the President or Board;
* serve upon the absence of both the President and First Vice President.
* assume the office of First Vice President upon termination of the current first vice president's term prior to expiration of the term.
Section 5.
The Secretary shall
* see that notices are sent at least seven days in advance of all meetings of the Board and of the Chapter and keep accurate minutes thereof;
* maintain a file of all correspondence;
* keep a roster of members and committees;
* co-sign all agreements and formal instruments, except those pertaining to the office of treasurer; and submit a report of office at the annual meeting;
* perform other duties as assigned by the President or Board.
Section 6.
The Treasurer shall
* maintain all books, records and correspondence and make all transactions pertaining to the office of Treasurer in accordance with the policies and rules pertaining to financial operations established by the Board;
* attend all meetings of the Chapter and of the Board;
* collect all monies and securities paid to, or transferred to the Chapter;
* deposit such funds in the appropriate accounts as designated by the Board;
* disburse and dispose of same as directed by the Board;
* regularly render to the Board and to the members an accounting of all financial transactions, and of the financial condition of the Chapter;
* have such additional duties as may be prescribed by the Board.
Section 7.
The President, First Vice President, and Treasurer shall be authorized to sign checks on behalf of the Chapter. Checks payable to the President, First Vice President, or Treasurer shall not be signed by the payee. No check in the amount of five hundred Dollars ($500) or more shall be valid unless two of the three officers referenced in this section shall sign such check. Multiple disbursements totaling one thousand Dollars ($1000) or more per month shall not be valid when signed by the same officer. All signature cards on file with any bank or financial institution shall reflect this provision.

ARTICLE VI - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1.
The Immediate Past President shall prepare a list of nominees, showing at least one name for each elective position on the board due to become vacant, and present the list to the chapter not later than the last regular program meeting scheduled prior to April 1. At this time, the members may present nominations from the floor. Election shall be by written ballot. The Immediate Past President shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor. Each member of the chapter eligible to vote shall be provided with a ballot at least fifteen days prior to the ballot count. Eligibility to vote shall be as defined in the Institute Bylaws. Each such member shall be entitled to vote for any qualified Professional, Industry, or Associate Member to fill a vacant office, regardless of whether or not such member is on the ballot.
Section 2.
The President shall appoint a tellers committee to receive and count ballots.
a. Chair of the Tellers Committee shall receive ballots at least forty-eight hours prior to the start of the April Board meeting.
b. The Tellers Committee shall validate each timely received ballot by verification of voters' names with list of eligible voters.
c. The Tellers Committee shall count and certify the ballots at the April Board meeting and announce the results of the ballot countmeeting and submit the results to the Secretary. The Secretary shall publish the election results as soon as practical.
d. In the case of two candidates for the same office, election shall be by majority vote. In the case of more than two candidates for the same office, election shall be awarded to the candidate receiving the most votes. In the case of a tie, election shall be awarded to the winner of a coin toss between the candidates receiving the most votes.
Section 3.
The term of office for Officers shall be one year. The president and vice presidents shall not hold office for more than two consecutive terms
Section 4.
The term of office for directors shall be staggered two-year terms with three directors (one Professional Member, one Industry or Associate Member and one Chapter Member of any qualified status) shall be elected in even numbered years; and two directors (one Professional Member and one Industry Member) shall be elected in odd numbered years.
Section 5.
The terms of Officers and Directors shall coincide with the Institute's fiscal year and shall continue until their respective successors take office.
Section 6.
Not later than April 30, the Chapter Secretary shall notify the Institute Directors and the Institute office of the results of the election and shall submit to them a complete listing of the Chapter officers for the coming year, with their addresses and telephone numbers.

ARTICLE VII - MEMBERSHIP
Section 1.
The provisions of Article entitled "Members and Their Election" of the Bylaws of the Institute shall govern for the Chapter.
Section 2.
Membership in the Chapter shall be dependent on membership in the Institute.
Section 3.
Professional Members shall be accorded the right to hold any elective office in the Chapter.
Section 4.
Industry Members shall be accorded the right to hold any elective office in the Chapter.
Section 5.
Associate Member shall be accorded the right to hold any elective office in the Chapter.
Section 6.
Intermediate Members shall have all the rights and privileges of Professional or Industry or Associate Members, except that they shall not be eligible to vote, serve on the Chapter Board or hold any elective office.
Section 7.
Student Members shall have all the rights and privileges of Intermediate members.
Section 8.
Members Emeritus, Retired, Honorary, and Lifetime Members shall retain all rights held prior to their change in classification.

Section 9.
In no case shall the "CSI" or "FCSI" identification, or credentials conferred through the Institute's certification programs, be used in a context that implies that the Chapter condones, approves, or is in any way connected with the business ventures of members.
ARTICLE VIII - MEETINGS OF MEMBERS
Section 1.
The annual meeting shall be held during the month of June at which time committee reports shall be submitted. The Secretary shall submit a report on the activities of the Chapter during the past term of office. The Treasurer shall submit an annual report of the finances of the Chapter. A copy of these reports shall be sent to the Institute directors.
Section 2.
Regular members meetings shall be held prior to the regular program meeting, except when otherwise decreed by the Board. Not less than 10 regular member meetings shall be held in the fiscal year.

Section 3.
Special member meetings may be called whenever the majority of the Board deems it necessary, or upon written request to the Board by not less than one-tenth of the Chapter membership. The business at special member meetings shall be limited to that for which the meeting was called.
Section 4.
The order of business at meetings of members shall be as established by the presiding officer. Minutes of member meetings shall be published in the monthly chapter newsletter, with a copy sent to the Institute directors.
Section 5.
Robert's Rules of Order Newly Revised, these Bylaws, and the Standing Rules of the Chapter shall govern the conduct of the meetings of the Chapter.

ARTICLE IX - FISCAL ADMINISTRATION
Section 1.
The financial operations and procedures of the Chapter shall be established by the Board and administered by the Treasurer.
Section 2.
The Board shall set the annual chapter dues. Members Emeritus, Honorary Members, and Lifetime Members shall not be subject to dues.
Section 3.
Annual dues notices are mailed by the Institute to individual members in accordance with the requirements of the Institute and are payable when rendered. Initial dues shall accompany the membership application. An applicant may select introductory membership at one-half the annual dues for the appropriate membership classification; provided the applicant has not been a member for at least one year preceding the month of application.
Section 4.
Any members whose dues remain delinquent for a period of more than one month following their anniversary date shall be deemed to have terminated their membership and shall no longer receive member services until accepted for reinstatement in accordance with the provisions of the Bylaws of the Institute.

ARTICLE X - AUDIT
The Board shall appoint a committee or engage an independent auditor to audit the books and transactions of the Treasurer at the close of each fiscal year. A report of the audit findings shall be submitted to the Board, and read at the next regular meeting of the members of the chapter.

ARTICLE XI - AMENDMENTS
Section 1.
a. a. a. Proposed amendments to these chapter bylaws, upon approval of the Board, shall first be submitted in duplicate, accompanied with two copies of the complete, current bylaws, to the Institute secretary for approval. After Institute secretary approval, they shall then be publicized in the regular chapter newsletter issued prior to a regular Members meeting or by letter at least two weeks prior to a special meeting.
Section 2.
Following publication, the amendments must be approved by a two-thirds vote of the professional, industry, and associate members present at a regular meeting or a special meeting.


ARTICLE XII - STANDING RULES OF THE CHAPTER

Section 1.
The Board, from time to time, may issue policies, rules, and directives to guide the Chapter's activities. The Secretary shall record these policies as "Standing Rules of the Board" (hereinafter referred to as "The Rules"). The Rules, as modified and amplified during the fiscal year, shall be reviewed, revised (if necessary) and accepted or rejected by vote of a majority of the Board at the first Board meeting of each fiscal year. The Secretary shall record approved rules and issue for publication in the monthly newsletter.


ARTICLE XIII - INDEMNIFICATION

Section 1.
a. The Chapter shall indemnify every person who is or was a director, officer, or employee of the Chapter, or who is serving or has served at its request as a director, officer, or employee of any other corporation (hereinafter referred to as "other corporation") against reasonable expenses, including attorneys' fees and disbursements, judgements, decrees, fines, penalties, and amounts paid in settlement, in connection with any pending or threatened claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) in which he may be involved or threatened to be involved, as a party or otherwise, by reasons of being or having been such director, officer, or employee; provided a determination is made in the manner provided in b of this Section that such person: (1) was not willfully negligent or guilty of willful misconduct in the performance of duty to the Chapter or other corporation of which the individual is or was a director, officer, or employee, (2) acted in good faith in what he reasonably believed to be the best interest of the Chapter or other corporation, (3) in any matter the subject of a criminal action, suit or proceeding had no reasonable cause to believe that his conduct was unlawful, and (4) in the case of amounts paid in settlement, that such settlement is or was reasonable and in the best interests of the Institute or other corporation; provided, however, that if at any time any provisions are contained in the laws of the State of Maryland prohibiting indemnification in respect of any claim, action, suit, or proceeding except upon a determination of the extent thereof in the manner provided therein, then indemnification in respect thereof shall be made only in accordance with such provisions
b. The determination as to (1), (2), (3), and (4) in the preceding paragraph may be made by an adjudication of a court of competent jurisdiction. All determinations, except those made by such prior adjudications, shall be made: (1) by a majority vote of a quorum consisting of disinterested directors of the Chapter (namely directors who are or were not parties to or threatened with any such claim, action, suit or proceeding), or (2) if such a quorum is not obtainable or even if obtainable, if the quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the members in like manner to the procedure for amending the Institute Bylaws. In both, of independent legal counsel selected by them. The termination of a claim, action, suit, or proceeding by judgement, settlement, conviction, or upon a plea of guilty or of nolo contendere or its equivalent shall not of itself create a presumption that the director, officer, or employee was negligent or guilty of misconduct in the performance of duty to the Chapter, or other corporation while a director, officer, or employee did not act in good faith in what he reasonably believed to be the best interests of the Chapter or other corporation, or, in any manner the subject of a criminal action, suit, or proceeding, had reasonable cause to believe that his conduct was lawful.
c. Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Chapter to the director, officer, employee or other legal counsel prior to the final disposition thereof upon receipt of an undertaking by the director, officer, or employee to repay such amount as shall not ultimately be determined to be payable to him hereunder.
d. The rights of indemnification provided hereunder shall not be deemed exclusive of other rights to which any such director, officer, or employee now or hereafter may be entitled, shall continue to a person who has ceased to be director, officer, or employee, and shall inure to the benefit of such person's heirs and legal representatives.

District of Columbia Metropolitan Chapter of the Construction Specifications Institute Chapter Bylaws