ASFE Bylaws

Including Amendments through July 18, 2011


ARTICLE I:  NAME

ARTICLE II:  PURPOSES

 Section 1 - Purposes
 Section 2 - Powers
 Section 3 - Not for Profit
 Section 4 - Audit


ARTICLE III:  MEMBERSHIP

 Section 1 - Classes of Membership
 Section 2 - Member Firm
 Section 3 - Individual Life Member
 Section 4 - Associate Member
 Section 5 - Suspension of Membership
 Section 6 - Ethics
 Section 7 - Acceptance of Bylaws


ARTICLE IV:  BOARD OF DIRECTORS AND OFFICERS

 Section 1 - Duties
 Section 2 - Composition of the Board of Directors
 Section 3 - Eligibility
 Section 4 - Duties of Directors
 Section 5 - Nomination and Elections
 Section 6 - Term in Office
 Section 7 - Relinquishment of Position
 Section 8 - Vacancies
 Section 9 - Meetings
 Section 10- Voting
 Section 11- Quorum
 Section 12- Proxy
 Section 13- Overrule

ARTICLE V:  MEETINGS OF ASFE

 Section 1 - Meetings
 Section 2 - Annual Meeting
 Section 3 - Special Meetings
 Section 4 - Quorum
 Section 5 - Voting
 Section 6 - Proxy
 Section 7 - Location and Time
 Section 8 - Notice

ARTICLE VI:  COMMITTEES

 Section 1 - Committees 
 Section 2 - Meetings
 Section 3 - Minutes
 Section 4 - Operating Procedures
 Section 5 - Authority
 Section 6 - Removal from Office
 Section 7 - Ex Officio Members

ARTICLE VII:  INDEMNIFICATION

ARTICLE VIII:  AMENDMENTS


BYLAWS


ARTICLE I:  NAME

The formal name of the organization is "ASFE, Inc.", hereinafter referred to as "ASFE". The Board of Directors is authorized to develop a “trading-as” name for ASFE; for example, ASFE/The Geoprofessional Business Association or The Geoprofessional Business Association.

ARTICLE II:  PURPOSES

Section 1 - Purposes:  The purposes of ASFE, as set forth in its Articles of Incorporation, are, "To provide an association of firms having a common interest in the business of the geosciences, to promote common interests and proper practices."

Section 2 - Powers:  ASFE may exercise all powers granted to it as a corporation organized under the nonprofit corporation laws of the District of Columbia as they may exist from time to time, and all powers set forth in said laws or incidental to the powers set forth in those laws, and not forbidden by any law or regulation of any governmental agency.

Section 3 - Not for Profit:  ASFE is not organized for profit. No part of the net earnings or assets of ASFE shall accrue to the benefit of any member, nor shall ASFE be primarily engaged in performing any particular service for any particular person or business entity.

Section 4 - Audit:  An annual audit is to be made of the financial transactions of ASFE by an independent accountant.

ARTICLE III:  MEMBERSHIP

Section 1 - Classes of Membership:  Classes of membership in ASFE shall be member firm, individual life member, and associate member.

Section 2 - Member Firm

a. Eligibility:  Any professional firm, as defined by these Bylaws, that derives a substantial portion of its income from geoprofessional services shall be eligible for membership.

(1) Geoprofessional services:  For the purpose of these Bylaws, geoprofessional services include geotechnical, geological, environmental, construction materials engineering and testing, and related professional services.
 
(2) Professional firm:  For the purpose of these Bylaws, a professional firm is an entity: whose technical services are under the full-time direction of an individual who, by virtue of statute or enforceable code of ethics, is required to hold paramount public health, safety, and welfare; that is permitted by law to practice in the geosciences; and that makes its professional services directly available to the public. This definition includes: individuals who spend the majority of their business hours as geoscience consultants; a company with branch offices; a controlled group of corporations; or an identifiable geoscience subdivision of a company whose principal activity is not in the geosciences.

(3) Controlled Group of Corporations:  When membership is granted to a controlled group of corporations as defined by the Internal Revenue Code of 1954, Section 1563(a), all companies and offices in the group which derive a substantial portion of their income from professional geoscience services performed for the public are considered to be parts of one firm. For purposes of dues collection, the applicable financial activities of all such parts must be included. Regardless of the number of offices or companies involved, the controlled group in aggregate has one vote in official ASFE proceedings.

(4) Identifiable Subdivision:  When the principal activity of a firm, as defined above, is not in the geosciences, membership may be granted to the firm by virtue of its identifiable geoscience subdivision, whether it is located in one office or more than one office.

(5) Branch Office:  A branch office is either (1) a part of the parent firm operating at a remote location or (2) a separate company in which the majority ownership is composed of the parent firm and/or the same entities as the parent firm.

(6) Affiliate:  An affiliate is either part of a member firm as defined in these Bylaws, or an independent member firm which has a designated relationship with another member firm.


b. Application:  An applicant shall submit such information as the Board of Directors may from time to time require on a membership application form. An affiliate which does not qualify as a branch office or part of a controlled group of corporations shall make normal application for membership.

c. Application Review:  An application for membership and the credentials of an applicant firm shall be reviewed by the Board of Directors.

d. Acceptance into Membership:  Election to membership in ASFE shall be by a majority vote of the Board of Directors.

e. Reapplication:  A firm whose application has been rejected shall have the right to resubmit an application one year or more after rejection. A firm which previously was a member of ASFE shall pay, in addition to other fees and dues, any amount still owed to ASFE by virtue of previous membership, unless such provision shall be waived by the Board of Directors.

f. Representatives:  Each member firm shall identify at least one representative who shall serve as its authorized representative to ASFE. There shall be no limit on the number of representatives so authorized providing each is a principal of the firm or equivalent. One of the authorized representatives shall be designated as the member firm's voting representative for purposes of voting on ASFE matters. Names of authorized representatives shall be filed with the Secretary/Treasurer.

g.  Termination of Membership:  Any member firm whose membership is terminated for any reason shall lose all rights and interests, if any, in any funds or other assets of ASFE. Causes for termination shall include:

(1) A member firm may resign upon written notice to the President or Secretary/Treasurer of ASFE.

(2) Noncompliance:  A member firm which no longer meets membership criteria will not be eligible for continuation of membership in ASFE.

(3) Nonpayment of Dues:  Dues are payable on the first day of the fiscal year. If the dues are not paid by 90 days after the start of the fiscal year, a member firm will be considered delinquent and will be subject to conditions set forth in the Bylaws and to a service charge of 1-1/2% per month for dues in arrears. The membership of a firm which has not paid full annual dues by four months following the first day of the fiscal year, and which has been notified of its delinquency, shall be terminated automatically, unless the Board of Directors votes to continue such membership.


Section 3 - Individual Life Member

a. Eligibility:  An individual who has been noticeably active in ASFE as a representative of a member firm, but who has retired from a member firm and wishes to continue to be active in ASFE, shall be eligible for individual life membership.

(1) Retirement:  An individual life member may act as a sole consultant on geoscience projects, but cannot be an active member of any geoscience firm with technical employees and/or partners, nor of any contracting, manufacturing, or sales organization involved in the construction industry, as an employee or owner.


b. Application:  An individual who is retiring or has retired from a member firm may apply to the Board of Directors in writing for individual life membership.

c. Application Review and Approval:  The Board of Directors shall review each application and shall grant or deny individual life membership based on a majority vote of the Board of Directors.

d. Dues and Fees:  An individual life member of ASFE will not be assessed any membership dues, fees, or other charges normally borne by member firms, except for individual expenses incurred due to attendance at conferences and meetings.

e. Service to ASFE:  An individual life member may chair or be a member of any of ASFE's standing or task committees or councils, but is not eligible for service on the Board of Directors, nor shall an individual life member have voting rights on ASFE business, except in committees and councils.

f. Termination of Membership:  Causes for termination of individual life membership shall include: 

(1) Resignation:  An individual life member may resign upon written notice to the President or Secretary/Treasurer of ASFE.

(2) Noncompliance:  An individual life member who no longer meets individual life membership criteria will not be eligible for continuation of such membership in ASFE.


Section 4 - Associate Member

a. Purpose:  Associate members serve to provide a resource to member firms and as conduits for communication between ASFE and the professions or interests which associate members typically represent. The criteria for associate membership and the number in a given category shall be limited as the Board of Directors deems appropriate, and applications for associate membership and annual renewals thereof shall be on a by-invitation basis only. An invitation to apply shall not automatically confer associate membership; all Board of Directors-established criteria must be met. Renewal of associate membership likewise is not guaranteed, because the Board of Directors may wish to reduce the number of associate members within a given category, maintain the number while giving others an opportunity to participate, or achieve other objectives the Board of Directors deems fit and proper.

b. Categories:  There shall be three categories of associate members: individual member, professional colleague, and collaborative member.

(1) Individual Member:  An individual member is a person who is not associated with an entity eligible for membership or professional colleague associate membership. The types of such individuals may include, but are not limited to: faculty members; students; professionals associated with federal, state, or local government entities, recognized institutions, client-type organizations, and allied associations; and attorneys, financial consultants, and other professionals known for their services to member firms.

(2) Professional Colleague:  A firm engaged in design/build, design/remediate, or similar activities that regularly provides professional geoscience services by in-house personnel as a nonseverable element of its overall service; whose technical services are under the full-time direction of an individual who, by virtue of statute or enforceable code of ethics, is required to hold paramount public health, safety, and welfare; and whose in-house design services are under the full-time direction of a licensed professional engineer.

(3) Collaborative Member:  A firm eligible to be a professional colleague but elects to receive fewer benefits in exchange for lower annual dues or a geoscience contracting firm that lacks in-house design services.


c. Application:  Upon being invited to do so by the Board of Directors, an individual or firm may apply for associate membership in writing.

d. Application Review and Approval:  The Board of Directors shall review each application and shall grant or deny associate membership based on a majority vote of the Board of Directors.

e. Dues and Fees:  An associate member will be assessed membership dues as determined periodically by the Board of Directors.

f. Service to ASFE:  An associate member or, in the case of a firm, an associate member representative may chair or be a member of any of ASFE's committees, but is not eligible for service on the Board of Directors, nor shall the associate member have voting rights in ASFE business, except in committees.

g. Termination of Membership:  An associate membership may be terminated during the course of a fiscal year. Causes for termination of associate membership shall include:

(1) Resignation:  An associate member may resign upon written notice to the President or Secretary/Treasurer of ASFE.

(2) Noncompliance:  An associate member who no longer meets associate membership criteria will not be eligible for continuation of associate membership.

(3) Failure to Meet Financial Obligations:  An associate membership may be terminated for failure to pay dues or other obligations when due.


h. Renewal:  Associate members must be invited by the Board of Directors to renew their associate membership for the next fiscal year.

Section 5 - Suspension of Membership:  Any membership may be suspended for a period of time designated by the Board of Directors, except such period shall not be less than 30 days. Reasons for suspension shall include but not be limited to those outlined in Section 2g, 3f, or, 4g, as appropriate for the class of membership involved.

Section 6 - Ethics:  Individuals associated with ASFE member firms and associate-member firms, and individual associate members, will be governed by the code of ethics of the professional societies to which they belong and/or the code of ethics adopted by the state boards through which they obtain their licenses to practice.

Section 7 - Acceptance of Bylaws:  It is understood that by applying for and being granted membership in ASFE, a member firm, individual life member, or associate member accepts all provisions of these Bylaws and waives any and all legal recourse against ASFE, its officers, directors, members, and staff for actions resulting from application of such provisions.

ARTICLE IV:  BOARD OF DIRECTORS AND OFFICERS

Section 1 - Duties:  The Board of Directors shall manage the business and affairs of ASFE and shall exercise all powers of ASFE not expressly reserved to the members.

Section 2 - Composition of the Board of Directors:  The Board of Directors shall comprise eight Directors. Three of the Directors shall also be designated as officers. Five of the Directors shall also be designated as Directors-at-Large.

a. Officers:  The officers of ASFE shall be President, President-Elect, and Secretary/Treasurer.

Section 3 - Eligibility:  Any authorized representative of any member firm shall be eligible to serve as a Director, except:

a. Firm Representation:  No more than one authorized representative of any member firm may serve as a Director at any time.

b. President-Elect:  The President-Elect shall have had at least one year of service on the Board of Directors sometime prior to assuming the position of President-Elect.

Section 4 - Duties of Directors:

a. President:  The President shall preside at all meetings of the Board of Directors and the general membership; shall be an alternate signatory for checks drawn against ASFE funds or shall appoint an alternate signatory; shall appoint the chair, vice chair(s), and members of each committee and the Parliamentarian subject to ratification by the Board of Directors if the Board of Directors so chooses; and, shall prepare prior to or immediately following the close of a term in office an annual report which shall include a summary of activities of ASFE during the President's term in office, including financial matters, changes in membership, summary of committee activities, and other matters which the President deems relevant.

b. President-Elect:  The President-Elect shall have duties assigned by the President or the Board of Directors and shall prepare to assume the duties of the Presidency the following year.

c. Secretary/Treasurer:  The Secretary/Treasurer shall be responsible for the recording, transcription, and distribution of minutes of Board of Directors and general membership meetings; shall maintain a current list of membership and official administrative records of ASFE, including materials relating to committee activities; and shall be responsible for distributing notices. The Secretary/ Treasurer shall also have charge of receipt and disbursement of funds and maintenance of financial records of ASFE; shall be signatory for checks drawn upon these funds and disburse funds upon approval of the Board of Directors; and shall bill the membership for dues and assessments based on data furnished by them. The Secretary/Treasurer may be bonded in sufficient amount to cover the liquid assets of ASFE.

d. Directors-at-Large:  Directors-at-Large shall have duties assigned by the President.

Section 5 - Nominations and Elections

a. Nominees:  Directors shall be nominated by the Nominating Committee or by nominations from the floor at the Annual Meeting, except the President-Elect shall automatically succeed to the position of President.

b. Ability To Serve:  Persons nominated must be present to accept the nomination or must have agreed to that nomination prior to the Annual Meeting.

c. Slate, Proxy, and Notice:  The Nominating Committee slate and proxy forms shall be distributed to member firms along with the notice of the Annual Meeting.

d. Election:  The nominee receiving majority vote of the membership voting and constituting a quorum shall be declared elected. In the event no candidate receives the majority vote, the two nominees receiving the greater number of votes shall be again voted upon.

Section 6 - Term in Office:  Directors shall take office immediately upon election to office, except the President-Elect shall automatically assume the position of President immediately after the President-Elect's successor in office has been declared elected. All those elected to and automatically succeeding to office shall continue to serve until the next annual election. The President and President-Elect shall be ineligible to succeed themselves in office, except as provided in Section 8 of this Article IV.

Section 7 - Relinquishment of Position

a. Resignation:  Any Director may resign a directorship by forwarding written notice of such resignation to the President or Secretary/Treasurer.


b. Removal:  Any directorship shall be declared vacant when the person holding such directorship for any reason does not or cannot perform assigned duties. Such declaration of vacancy shall be made and approved by a two-thirds majority vote of the remaining Directors present and voting at a regular or special meeting, or by a two-thirds majority vote of ASFE member firms present or voting by proxy at a regular or special meeting, except that such declaration shall be automatic in the case of death.


Section 8 - Vacancies:  A vacancy in any directorship shall be filled in the manner hereinafter defined if the Board of Directors feels that such vacancy will be detrimental to its functioning. If for reasons of time remaining before annual elections, or for any other reason the Board of Directors feels it unnecessary to fill a vacated directorship, the duties associated with the vacated directorship shall be reassigned by the Board of Directors to one or more of the remaining Directors.


a. Filling a Vacated Directorship:  A vacated directorship shall be filled by an eligible representative appointed by the Board of Directors, providing such appointee is approved by affirmative vote of at least two-thirds of the remaining Directors, except the President-Elect shall automatically assume the vacated office of the President, and the office of President-Elect shall remain vacant until a successor to that office is elected at the next Annual Meeting. The President-Elect who succeeds to the office of President mid-term due to a vacancy shall continue to serve as President for the balance of ASFE year during which the vacancy occurred and for the following ASFE year.


Section 9 - Meetings:  The Board of Directors shall meet at least three times per year at periods separated by at least 30 days upon the call of the President, provided notice of such meeting is communicated to all members of the Board of Directors at least ten days prior to the date of the meeting. A special meeting of the Board of Directors may be called by any three members of the Board of Directors acting in concert and communicating to the members of the Board of Directors, no less than five days prior to the meeting, notice of such meeting and the specific items to be discussed.


Section 10 - Voting:  Except as otherwise noted, all resolutions and actions of the Board of Directors shall be by majority vote, provided a quorum is present or voting by proxy.


Section 11 - Quorum:  A quorum shall be a majority of the Board of Directors, present or voting by proxy.


Section 12 - Proxy:  Any member of the Board of Directors who will be absent from a meeting may empower another Director to cast votes for the absent Director by transmitting to the Director who shall be present a letter of proxy authorization.


Section 13 - Overrule:  The Board of Directors has the power to overrule the President. Any decision of the Board of Directors may be reversed upon vote of at least two-thirds of the member firms of ASFE voting in person or by proxy at a regular or special meeting of ASFE.

ARTICLE V:  MEETINGS OF ASFE

Section 1 - Meetings:  The membership shall meet at least two times during the year, such meetings to be separated by at least 30 days except in the case of a special meeting.

Section 2 - Annual Meeting:  The Annual Meeting shall be held no more than three months prior to the close of the fiscal year.

Section 3 - Special Meeting:  Special meetings of ASFE may be called by the President or the duly authorized representative of any 20% of member firms upon no less than 20 days' written notice to all members, which notice shall state the items to be discussed at such meeting.

Section 4 - Quorum:  Member firms present at a duly notified meeting shall constitute a quorum.

Section 5 - Voting:  Regardless of a member firm's number of authorized representatives, branch offices, or affiliated firms, it shall have but one vote in any official proceeding of ASFE. In cases where two or more authorized representatives of a member firm are in attendance, it shall be up to them which representative shall represent the firm in voting.

Section 6 - Proxy:  A member firm shall have the authority to issue a written letter of proxy to any other member firm authorizing a representative of the member firm so designated to cast votes for the member unable to attend.

Section 7 - Location and Time:  Location and time of meetings of ASFE shall be at the discretion of the Board of Directors.

Section 8 - Notice:  Except in cases as otherwise prescribed by these Bylaws, a notice of meeting of ASFE shall be sent to all members at least 20 days prior to such meeting.


ARTICLE VI:  COMMITTEES


Section 1 - Committees:  There shall be two types of committees of ASFE, as follows:


a. Standing Committees:  Standing committees shall be those which shall function continually from year to year. Unless specified otherwise in these Bylaws, the President shall choose the chair and members of all standing committees, subject to the ratification of the Board of Directors if it so chooses. Standing committees shall include, but shall not be limited to the Nominating Committee, which shall be chaired by the President of ASFE and shall include as members at least one Past President of ASFE and the President-Elect. The Committee shall confer at least one month prior to the Annual Meeting for preparation of a slate of nominees.


b. Task Committees:  Task committees shall be those created by the President to deal with specific assignments deemed pertinent to ASFE. Unless otherwise instructed, such committees shall be dissolved by the President upon completion of the task assigned.


Section 2 - Meetings:  Meetings of committees shall be at the call of the respective chairs.


Section 3 - Minutes:  The chair of a committee is empowered to appoint a recording secretary of the committee who shall be responsible for recording, transcription, and distribution of committee meeting minutes to the chair and members of the committee and others designated by the President, Board of Directors, or committee chair.


Section 4 - Operating Procedures:  The Board of Directors shall develop procedural guidelines for committees which may be revised from time to time and include matters such as frequency of meetings, reports, budgets, and other items deemed relevant.


Section 5 - Authority:  No committee chair or member shall have the authority to make any commitment on behalf of ASFE unless specifically so authorized by the President or Board of Directors.


Section 6 - Removal from Office:  The President or Board of Directors may at any time remove from office any committee chair or member.


Section 7 - Ex Officio Members:  The President and/or the President's appointed representative shall be an ex officio member of all committees, unless otherwise designated as a regular member or chair.

ARTICLE VII:  INDEMNIFICATION

Any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Director, Officer, Director-at-Large, employee, or agent of ASFE or by reason of the fact that such person is or was serving on a committee operating under the auspices of ASFE shall be indemnified by ASFE against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of ASFE.

ARTICLE VIII:  AMENDMENTS

The text of any proposed amendment and a discussion of its purpose shall be distributed in writing to all member firms no later than twenty-one (21) calendar days prior to a regular or special meeting. The proposed amendment shall be discussed at that meeting and, subsequent to it, the Board of Directors shall prepare an accurate, impartial summary of discussion. This summary shall be distributed to member firms no more than sixty (60) calendar days from the meeting at which the proposed amendment was discussed. Voting on the proposed amendment shall be concluded sixty (60) calendar days from the date the summary and mail ballot are posted to the member firms. Decisions shall be made by majority vote. A proposed amendment that is approved shall go into effect on the day of such approval, unless delayed implementation is specified within the text of the amendment itself.

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