Constitution and Bylaws

Section 2.  MISSION:  The basic mission for which ECH - Engineering, Science, and Technology Council of Houston ("ECH") is organized is to unify the vast resources of engineering, scientific and technical societies and associations and direct them toward the achievement of common objectives in public service for the good of the greater Houston area at large and for the good of the engineering, science and technology community. 

Section 1. QUALIFICATIONS: Any local Society or any local section of a national organization of engineering, architecture, science, technology, or allied technical professions, and non-profit organizations or accredited educational institutions whose chief objective is the advancement of the knowledge and practice of these disciplines or the promotion of these interests, and which is not organized for commercial purposes, is eligible for membership as a Constituent Society.

Section 2. ADMISSION: Organizations whose qualifications conform to the requirements of Section 1 shall be admitted after receipt of a written application to ECH, provided an affirmative vote is received from the majority of the Executive Committee.  Once admitted to ECH, the timely payment of annual dues is a requirement to continue membership.

Section 3. SUSPENSION AND TERMINATION:  Membership of a Constituent Society may be suspended or terminated at any time by two‑thirds vote of the Constituent Societies voting if such Constituent Society is not complying with the provisions of the Constitution and Bylaws, or for other proper cause.  A suspended Constituent Society shall have the right of attendance at ECH meetings but shall not have the right of discussion or voting.  A suspended Constituent Society may be reinstated to good standing by a two‑thirds affirmative vote of the Constituent Societies voting.  Constituent Societies may terminate their membership upon written notice to the Secretary of ECH.

Section 4. NON-PAYMENT OF DUES:  Membership of a Constituent Society may be suspended or terminated for non-payment of annual dues without a vote of the Constituent Societies, as provided in the By-Laws.

Section 5. BALLOTING:  A Constituent Society being considered for suspension or termination may not cast a ballot on such action.

Section 6. COUNCILORS:  Each Constituent Society shall be represented by a Senior Councilor entitled to vote.  Alternate, non‑voting Councilors may be appointed by the Constituent Societies.  The Presiding Officer of each Constituent Society shall notify the Secretary of ECH of the Senior Councilor and Alternate Councilors designated by the Constituent Society.  A Councilor may not represent more than one Constituent Society at one time.
                                                       
                                                        ARTICLE III, OFFICERS

Section 1. The officers of ECH shall consist of a President, a President‑Elect, four Vice‑Presidents, a Secretary, a Treasurer and the Immediate Past‑President.  If a Vice‑President Emeritus has been duly appointed and confirmed, such person shall also be considered an officer of ECH.

Section 3. Officers of ECH shall be a member in good standing of a Constituent Society.

Section 4. From time to time, the Executive Committee may designate a person to serve as Vice‑President Emeritus in recognition of this individual's long history of conspicuous service to ECH as both an Officer and Councilor.  Upon appointment by the Executive Committee, said individual's name shall appear on the ballot at the next regular election of officers.  Once confirmed in this manner by the membership of ECH, this person shall serve continuously as Vice‑President Emeritus until voluntarily resigning or until a replacement is duly appointed and confirmed.

                                              ARTICLE IV, ELECTION OF OFFICERS

Section 1. The President‑Elect, Secretary and Treasurer shall be elected annually and shall hold office for one year or until their successors are installed.  At the May installation meeting concluding the administrative year, the President‑Elect shall automatically succeed to the office of President, and the President shall succeed to the office of Immediate Past‑President.  If the President-elect has resigned, nominees for both President and President-elect shall appear on the ballot at the next general election.

Section 2. Vice Presidents shall be elected for two year terms and shall hold office until their successors are installed.  Positions 1 and 3 shall be elected in odd‑numbered years, and Positions 2 and 4 in even-numbered years.

Section 3. Officers shall be elected by the Senior Councilors by letter ballot to be tallied at the April Councilors' meeting each year.  Ballots shall be mailed to the Senior Councilors at least two(2) weeks prior to the April meeting.

Section 4. Any officer or any member of the Executive Committee may be removed from office, with or without cause, if a two‑thirds majority of the Senior Councilors vote for removal by letter ballot.

                                                        ARTICLE V, COMMITTEES

Section 1. The Executive Committee shall be as defined in Article III, Section 2.

Section 2. The Nominating Committee shall consist of five members.  The Chairperson of the Nominating Committee shall be the Immediate Past‑President.  The other four members of the committee shall be nominated and elected from the floor at the February meeting.  No more than one other officer shall be eligible for this Committee.  The Nominating Committee shall report the nominees to ECH at the March meeting. 

Section 3. Unless provided otherwise in the Constitution or By-Laws, all other Committees shall serve at the pleasure of the President, with appointment of Committee chairs subject to approval by a majority of the Executive Committee.

                                                   ARTICLE VI, AMENDMENTS

Section 1. Proposed amendments to this Constitution shall be submitted to the Executive Committee for approval.

Section 2. Subsequent to Executive Committee approval, proposed amendments shall be submitted in writing to the Constituent Societies at a regular ECH meeting.  The meeting announcement advising of pending amendments shall be mailed at least 30 days prior to the meeting.

Section 4.        This Constitution may be amended by the affirmative letter ballot of not less than two‑thirds of the Constituent Societies voting.

Section 5.        No defeated amendment may be reconsidered for a period of one year from the date of closing of ballots.

Section 1. The fiscal year of ECH shall be from June 1 to May 31, inclusive.

                                                ARTICLE II, MEETINGS

Section 1. REGULAR MEETINGS: ECH shall regularly convene monthly, on a day selected by the Executive Committee.  Notices of each meeting shall be distributed to the membership not less than seven (7) days before the meeting date.  A forthcoming regular meeting or meetings may be omitted by action of the Executive Committee.

Section 2. SPECIAL MEETINGS: Special meetings shall be called at the President's volition, upon request by the Executive Committee, or upon the written request of ten (10) Constituent to the Councilors, and notices shall be mailed at least five (5) business days prior to the date of the meeting.  No business, other than that for which the meeting was called, shall be transacted.

Section 3. ANNUAL MEETING: The meeting held in May of each year shall be designated as the Annual Meeting.

Section 4. QUORUM:
a.    For routine internal business of ECH, a majority of the Executive Committee shall be required for a quorum.
b.    For external actions and position statements, approvals shall be in accordance with the Policy Guidelines set forth in these Bylaws.

                                                ARTICLE III, OFFICERS

Section 1. PRESIDENT: It shall be the duty of the President to preside at all meetings of ECH and of the Executive Committee; the President shall be an ex‑officio member of all Committees and shall appoint Chairpersons and members thereof except as otherwise provided. The President shall, subject to the approval of the Executive Committee, have general direction of the business of ECH.  The President may appoint a Parliamentarian when needed.

Section 2. PRESIDENT‑ELECT: In the absence of the President, or in the event of his or her inability to act, it shall be the duty of the President‑Elect to perform the duties of the President.  In the absence of the President and President‑Elect, the Chairperson for that meeting shall be elected from the floor. The President-Elect shall serve as Chair of the Budget & Audit Committee.  The President‑Elect shall become thoroughly familiar with ECH programs and operating procedures to aid in planning for the term as President.  Prior to assuming office as President, the President‑Elect shall prepare comprehensive plans and goals for activities, committees, and projects to be undertaken during the term as President.  Committee Chairpersons for the following year should be obtained during this timeperiod. The President‑Elect shall perform additional assignments as requested by the President or Executive Committee.

Section 3. VICE‑PRESIDENTS: It shall be the duty of the Vice‑Presidents to assist in establishing the overall direction of ECH and in the furtherance of ECH objectives.  Vice‑Presidents shall perform additional assignments are requested by the President or the Executive Committee.

Section 5. TREASURER: The Treasurer shall keep an accurate record and shall have custody of all monies of ECH. The Treasurer shall render all bills and shall submit a report, when requested, within thirty (30) days, of the monies received and disbursed since the previous report. The Treasurer shall pay all bills as ordered by the Executive Committee.  At the expiration of the term of office, the Treasurer shall turn over to the successor all books, monies, and other property of ECH in his or her custody.

Section 6. IMMEDIATE PAST‑PRESIDENT: It shall be the duty of the Immediate Past‑President to assist the President in an advisory capacity and to undertake such additional assignments as may be requested by the President or the Executive Committee.  The Immediate Past-President shall chair the Nominating Committee.

Section 7. VICE‑PRESIDENT EMERITUS: The Vice‑President Emeritus shall advise the President, President‑Elect, or other members of the Executive Committee in the furtherance of ECH objectives.

                                   ARTICLE IV, QUALIFICATIONS OF OFFICERS

Section 1.  Officers of ECH shall be a member in good standing of a Constituent Society.

Section 2.  Officers of ECH shall have served as a Councilor or committee member for at least one (1) term before entering office.

Section 2.  Any nominee for President-elect or President shall have served on the Executive Committee for at least one (1) term.

                                           ARTICLE V, EXECUTIVE COMMITTEE

Section 1. The Executive Committee shall have general supervision of all matters pertaining to ECH.  It shall attend to all matters, the transaction of which usually devolves upon a body of this kind.  Executive Committee meetings shall be at the call of the President or upon the written request of three (3) of its members.  A majority of the Executive Committee shall constitute a quorum.  The actions of the Executive Committee shall be reported to the membership no later than the next regular meeting.

                                           ARTICLE VI, TYPES OF COMMITTEES

Section 1.  DESIGNATED COMMITTEES:  These committees and their composition are designated in the Constitution or these By-Laws.

Section 2.  STANDING COMMITTEES:  Committees addressing a specific topic or project with responsibilities or activities of a continuing nature.

Section 3.  AD HOC COMMITTEES:      Committees addressing a project of limited duration, not expected to exceed one administrative year.

Section 4.  ACTION COMMITTEES:  Committees preparing the official ECH position to be presented outside ECH and the Constituent Societies on significant matters involving engineering, scientific, and technological issues.  Creation of an Action Committee require a majority vote of the Senior Councilors present at an ECH Councilor's meeting.  The ECH Policy Guidelines for the Activities of Action Committees shall by reference herein and by attachment hereto, be made a part of these Bylaws. 

Section 1. GENERAL DUTIES: The general functions and duties of each ECH Committee are as follows:
a.    Familiarize itself with, and keep abreast of, developments in its field of responsibility.
b.    Develop and recommend policy and procedure with respect to its particular field of responsibility.
c.    Interpret questions arising in connection with established policy and procedure.
d.    Take such action as the President or Executive Committee may direct, as governed by the Policy Guidelines of these Bylaws.
e.    Make timely and appropriate recommendations to the Budget and Audit Committee as to the funds required for Committee operation and programs.
f.    Advise and cooperate with other Committees in carrying out related functions and responsibilities.
g.    Keep written records, reports, and copies of correspondence covering the activities of the Committee.  A written report summarizing the year's activities shall be submitted to the Executive Committee at the meeting in April of each year.  The report should also include recommendations for activities to be considered in the next year.  At the end of the term in office, the Committee Chairperson shall deliver the complete file to the incoming Chairperson.

                                       ARTICLE VIII, AFFILIATED ORGANIZATIONS

Section 1.  Affiliated Organizations are non-profit organizations or foundations which had their origins in ECH projects or have a historical connection with ECH, and with which ECH wishes to maintain a relationship.

Section 2.  Affiliated Organizations may be designated by ECH by majority vote of the Executive Committee, followed by majority vote at a regular meeting. 

                                                     ARTICLE IX, FINANCE

Section 1. Constituent Society annual membership dues shall be based upon the number of members that the Constituent Society reports in accordance with the following schedule:                          
1 to 49 members                  $40.00  
50 to 99 members                $75.00  
Academic/Research Inst.      $75.00
100 to 249 members            $100.00  
250 to 499 members            $150.00     
500 to 999 members            $175.00     
More than 1000 members    $200.00     
Future Years:  Constituent Society annual membership dues may be increased by a simple majority vote of the Senior Councilors assembled in regular session.  The maximum allowable yearly increase without Constituent Society approval shall be no more than 5% or $5.00, whichever is greater, with no single cumulative increase amounting to more than 15% or $10.00 for a Constituent Society, whichever is greater.

Section 3. The Budget and Audit Committee, chaired by the President‑Elect and comprised of the Treasurer‑Elect, the current Treasurer and any other members the President‑Elect may name, shall initiate preparation of the forthcoming budget upon completion of the April elections.  This budget shall be presented to the Executive Committee for approval by the September ECH meeting.  The Budget and Audit Committee shall conduct an audit of the receipts and disbursements for the prior fiscal year.  A report of the audit shall be made by the second meeting of the new Executive Committee.

Section 4. The payment of all obligations shall be approved by the Executive Committee.  All checks and vouchers shall be signed by the Treasurer.  If the Treasurer is unavailable, the President or Secretary shall be authorized to sign checks and vouchers.

                                         ARTICLE X, UNEXPIRED TERMS

Section 1. COUNCILORS: Vacancies among the Councilors shall be filled by the Constituent Society originally designating the incumbent.

Section 2. COMMITTEES: Vacancies in any Committee shall be filled by appointment by the President of ECH.

Section 3. OFFICERS: Should for any reason the office of President become vacant, the President‑Elect shall serve out the unexpired term and the subsequent term to which he or she would have automatically succeeded.  Should the office of President-elect become vacant, both a President and President-elect shall be on the ballot at the next election.  The Executive Committee may either leave the position of President-elect vacant, or select a replacement to assume the duties of the President-elect in the interim.  If the position of Immediate Past President becomes vacant, the Executive Committee shall appoint a replacement from among the available Past Presidents.  Should for any reason, any other office be vacated, the President shall call a meeting of the Executive Committee to select a replacement.  Such replacement shall serve until the next election.

                                                     ARTICLE XI, VOTING

Section 1. Each Senior Councilor and each ECH Officer shall be entitled to vote.

Section 2. A majority of the votes cast is sufficient for adoption of any motion.  A Senior Councilor may choose to register an abstention and thus be counted in the total voting on the motion.

Section 3.  Voting on business coming before the ECH at its regular monthly meetings and suspension and termination of membership other than for non-payment of dues shall be by voice vote.

Section 4.  Upon the request of any Senior Councilor or ECH Officer, a roll call vote will be taken.  Voting on the election or removal of officers and amendments to the Constitution shall be by letter ballot, with each Constituent Society having one vote cast by its Senior Counselor. 

Section 6.  The Nominating Committee, chaired by the Immediate Past President, shall report the nominees to ECH at the March meeting.  At that meeting, the floor will be opened for additional nominations from Senior Councilors or Officers.

                                          ARTICLE XII, DUTIES OF COUNCILORS

Section 1. The duties of each Councilor shall include, but are not restricted to, the following:
a.    Attend meetings of ECH.
b.    Serve on Committees of ECH when appointed by the President.
c.    Actively represent the Constituent Society in ECH meetings.
d.    Report diligently the actions, needs and recommendations of ECH to the Constituent Society.
Section 2. The duties, responsibilities and privileges of all Councilors shall be identical except that:
a.    The Senior Councilor shall cast the vote for the Constituent Society he or she represents.
b.    Liaison between ECH and the Constituent Society shall be a primary responsibility of the Senior Councilor.

                                          ARTICLE XIII, RULES OF PROCEDURE

Section 1. The order of business of all meetings shall be conducted in accordance with Robert's Rules of Order, Revised.

                                               ARTICLE XIV, AMENDMENTS

Section 1. These Bylaws may be amended at a meeting of ECH provided proper notice of the proposed amendment shall have been mailed to each Senior Councilor with the meeting notice for the meeting at which the proposed amendment will be discussed.  It may be voted on at a subsequent meeting held at least 28 days after the discussion meeting.

Section 2. A two‑thirds favorable vote of those voting shall be necessary and sufficient to amend.  A Senior Councilor may choose to register an abstention and thus be counted in the total voting on the amendment.

                                               ARTICLE XV, DISSOLUTION

Section 1. Upon dissolution of the corporation or the conclusion of its affairs, the assets of the corporation shall be distributed exclusively to charitable or educational organizations which would then qualify under provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
As amended through spring 1995

ECH operates Action Committees which represent ECH as a group of Constituent Societies to the public.  These Committees function on the premise that on certain issues, group representation by ECH will be more effective than individual Society representation.
The following policy guidelines are promulgated to assure that the Action Committees operate in a manner consistent with the objectives of ECH and its Constituent Societies.

I.    FORMATION AND OPERATION

a.    Action Committees, as defined in the Bylaws, will be formed by the President with the confirmation of the Executive Committee, in accordance with the Constitution and Bylaws.
b.    Constituent Societies shall appoint qualified Action committee members who will attend regular ECH meetings and otherwise avail themselves of every opportunity to participate in the formulation of action plans of the Action Committees.
c.    The President will also appoint a Review Committee to oversee the actions of each Action Committee, in accordance with the guidelines that follow.
d.    It is intended that Action Committee reports, letters and statements which relate to a position on an issue, be approved by the Review Committee, prior to their transmittal outside of ECH and its Constituent Societies.

II.   MEMBERSHIP

a.    Action Committees: The membership of ECH Action Committees may include both voting and non‑voting members.  While non‑voting members may participate fully in the discussion of the Committee, any act of the Committee shall be by the voting membership only.

1.    Voting members may be appointed in two ways.  The primary way shall be by specific recommendation from a concerned Constituent Society.  The Constituent Societies will be notified in writing of the need for membership to a particular Action Committee.  The responding Constituent Society shall provide to the Executive Committee of ECH a brief biographical sketch for the recommended member.  Alternatively, voting membership may be established by the direct approval of the Executive Committee of ECH, in which case, the ECH Executive Committee shall be solely responsible for the qualification of the member.  In this case, the Executive Committee of ECH shall collect a biographical sketch from the member.

2.    Non‑voting members shall serve at the discretion of the Chairperson of the Committee.  These members may or may not be members of Constituent Societies, but are expected to have expertise and/or interest in the subject of the Committee.

3.    The Chairperson of each Action Committee shall be appointed formally by the President of ECH from the membership of the Committee, with confirmation by the Executive Committee of ECH.

4.    A quorum shall consist of one‑half of the voting Action Committee members.  No action may be taken in the absence of a quorum.

III.  REPORTS

a.    Several types of documents will be provided by the Action Committees; such as minutes, statements, data collections, reviews, seminar reports, seminar plans, detailed studies, proposals, etc.  In general, all Action Committees must keep minutes and must submit them in accordance with III b below.  They must also submit an Action Plan for review and comment.  The Action Committees shall determine the types of reports to be submitted unless otherwise directed by the Review Committee.  During the planning sessions, the Action Committee should consult with the Review Committee to determine the type of ECH approval which would be the most effective.
b.    Copies of minutes of all Action Committee meetings should be sent to the ECH President, Secretary and any other ECH official designated by the President.  The minutes should include the time, date, and place of the meeting, as well as members present and absent, with times and dates of upcoming meetings.  The minutes should also show the types of actions taken by the Committee.
c.    Drafts of other reports and statements should be submitted to the ECH President, Secretary, and other ECH Officers.  The drafts should be considered by the ECH Review Committee and returned to the Action Committee within three weeks with appropriate notes on the drafts.
d.    Those reports which include specialized professional knowledge to compose specific statements, should be initialed by the author(s).
e.    Action Committees should provide for majority and minority reports.  Both reports should be signed by those who align with either the majority or the minority reports.
f.    Reports which may need endorsement, should have a cover letter to the Review Committee to suggest the type of endorsement requested.
g.    Reviews should have the initials of each reviewer identifying parts reviewed.
h.    In addition to the written report and minutes, Action Committees should provide oral reports during the monthly ECH meetings.

IV.     APPROVAL OR ENDORSEMENT

1.    If the ECH Review Committee feels there is need to consult Constituent Society expertise, then additional time may be needed.  The Action Committee should be notified by a copy of the letter requesting the expertise.  In the case of a time limit factor, special meetings of the ECH Review Committee can be called to meet the time constraints.

2.    Drafts of majority and minority reports are encouraged.  Since alternatives are to be examined on most of these issues, majority and minority reports may be issued for alternatives.

d.    Constituent Endorsement: Since the Constituent Societies have been requested to provide Action Committee members who will be responsible for representing their Constituent Society on the appropriate Action Committee, there seems to be normal approval or endorsement techniques as already outlined above.  However, if in the judgement of the Action Committee or ECH Review Committee members, these reports need to be examined by the Constituent Societies, the drafts or reports should be forwarded to the Constituent Societies.  Copies of the letter requesting Society comments should be sent to all concerned, i.e., Action Committee and ECH Review Committee.
e.    Opportunities for additional Constituent Society Comments: As noted above, at all stages of the development of Action Committee activities, minutes, report drafts, and ECH Review Committee comments, reports are available to afford the Constituent Societies with ample opportunities to provide input to these reports.