ARTICLE I - POWERS AND PURPOSES
The powers and purposes of the Corporation are those as set forth in the Articles of Incorporation.
ARTICLE II - OFFICES
Section 1.
Registered Office and Registered Agent. The Corporation shall have and maintain in the State of Idaho a registered office and a registered agent.
Section 2.
Other Offices. The Corporation may have other offices, at such place or places as the Board of Directors may, from time to time, establish and as the business of the Corporation may require.
ARTICLE III - BOARD OF DIRECTORS
Section 1.
General Powers. The management of the Corporation shall be vested in the Board of Directors.
Section 2.
Number, Term and Qualifications. The number of voting directors shall be not less than three (3), nor more than nine (9). Directors of the Corporation shall serve for two (2) year terms, terminating November 1 after the election (or appointment in the case of committee chairs) and qualification of their successors. The President-Elect becomes President, who serves another two-year term, and the President become Past-President, who serves a final two-year term. The number of directors shall be eight (8) until such number is changed by the Board of Directors.
Section 3.
Election of Directors. Members of the Board of Directors shall be elected to six-year terms as president-elect (serving two years each as President-Elect, President, and Immediate Past President); to two-year terms as Secretary and as Treasurer; and appointed to terms of two years (renewable on reappointment) as Awards & Scholarships, Communications, and Educational Resources Committee Chairs.
Section 4.
Resignations. Any director may resign at any time. Such resignation shall be made in writing, be directed to the President (or President-Elect as appropriate), and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President of the Corporation. The acceptance of a resignation shall not be necessary to make it effective.
Section 5.
Vacancies. In the event of the death, disability, or resignation of a member of the Board of Directors, such vacancy shall be filled by the Board upon an affirmative vote of a majority of the remaining directors entitled to vote. A director elected to fill a vacancy shall be elected to serve the remaining term of the director he or she replaced.
Section 6.
Meetings. The Board of Directors shall have such meetings as are necessary and proper and required to carry on the functions of the Corporation. At a minimum, there shall be an Annual Meeting held at a time and place believed by the Board to be convenient for the members. Notice of the place and hour of the Annual Meeting shall be given to each director and the membership in general at least forty-five (45) days prior to each such meeting. Other meetings of the Board of Directors required for effective operation of the Corporation may be called by the President of the Corporation or upon the written request of at least one-half of the directors. Notice of the place, date and hour of such meetings to be held face-to-face shall be given to each director at least twenty-one (21) days prior to each such meeting. A five (5) day notice shall be required for electronic meetings. Such notice may be given in person, in writing, by telephone, or via e-mail.
Section 7.
Quorum. A simple majority of directors fixed by Section 2, Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if fewer than such number are present at a meeting, a majority of the directors present should adjourn the meeting without further notice.
Section 8.
Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater or lesser number is required by statute, the Articles of Incorporation, or as otherwise set forth in these By-Laws.
Section 9.
Proxy Voting. Each director shall be entitled to vote in person or by proxy. If voting by proxy, the absent director's vote must be cast by another director and such proxy director must have written consent from the absent director to cast the proxy vote at a said meeting of the Board of Directors.
Section 10.
Removal of Directors. Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the directors present at any duly-constituted meeting of the Board of Directors. The director who is the subject of the removal shall not be entitled to vote on the removal.
ARTICLE IV - OFFICERS
Section 1.
General Powers. The day to day business and affairs of the Corporation shall be managed by its officers.
Section 2.
Principal Officers. The principal officers of the Corporation shall be chosen as described below and shall consist of a President, President-Elect, Treasurer, and Secretary, in this order of rank. A person nominated to be an officer must be a member of the Corporation and must maintain membership during his/her term of office. Each officer shall serve in the specific office for the period of two years. The President-Elect will succeed the President upon the completion of the President's tenure in that office. Nominations will be heard at the election-year Annual Meeting for the offices of President-Elect, Secretary, and Treasurer. Voting will be conducted by mail or electronic ballot. The Secretary shall prepare and post a ballot no more than thirty (30) days after the Annual Meeting. There shall be at least a three-week balloting period and the Secretary will tabulate the vote by the end of October.
Section 3.
Duties of the Officers. The President shall be the Chief Executive Officer for the Corporation, plan and administer its affairs, and appoint committees after soliciting recommendations from the Board of Directors. He/she shall, if present, preside over the Annual Meeting and at all meetings of the Board of Directors. The President-Elect shall assist the President and serve in an advisory capacity in the years preceding her/his elevation to President. The Secretary shall serve as the recording secretary for the Annual Meeting and Board meetings, maintain the membership roll, manage correspondence regarding membership accounts, and keep such non-financial records as are specified in the Articles of Incorporation or these By-Laws. The Treasurer shall receive and disburse Corporation funds, prepare regular Business Reports, manage financial correspondence related to Scholarships, Retreats, memberships, and other financial matters, and keep such financial records as are specified in the Articles of Incorporation or these By-Laws.
Section 4.
Replacement of An Officer Due to Incapacitation or Resignation. In the event of the incapacitation or resignation of the President, the President-Elect shall succeed to President’s office and the President-Elect position will be left vacant until the next Annual Meeting. If the President-Elect should resign or become incapacitated, the position will be left vacant until the next Annual Meeting. When the office of President-Elect is vacant, nominations will be heard at the next Annual Meeting and an election as described in Article IV, Section 2 will be held. The newly elected President-Elect shall serve until the next regularly held election when she/he becomes President. If both the President and President-Elect positions become vacant, then the Secretary will solicit nominations for the Interim President from the Board of Directors and conduct an emergency election by mailed and/or electronic ballot within 30 days of notification of the vacancies. This Interim President would serve until the next Annual Meeting when nominations will be heard and elections subsequently held for the President and President-Elect offices. If the Secretary or Treasurer is incapacitated or resigns, then the President—following discussion with the Board of Directors—shall appoint an Interim Secretary or Treasurer who shall serve until the next regularly scheduled elections are held.
Section 5.
Board of Directors. This Board shall advise the President on all matters addressed specifically in these By-Laws and on other issues for which the President wishes to seek aid during the intervals between the Annual Meetings. This Board shall be composed in accordance with Article III, Section 3.
Section 6.
Secretary. The Secretary shall: (a) keep and disseminate the minutes of the proceedings of all meetings of the Board of Directors (including the Annual Meeting); (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records, including membership rolls; (d) keep a register with the post office address and other contact information for each Director of the Corporation and make all proper changes in such register; (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 7.
Treasurer. The Treasurer shall (a) have charge and custody of, and be responsible for, all funds of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 8.
Corporate Seal. The Board of Directors shall provide a corporate seal which shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."
Section 9.
Exempt Activities. Notwithstanding any other provision of these By-Laws, no director, officer, agent, employee, or volunteer shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization: (a) exempt under section 501 (c) (3) of the Internal Revenue Code as it now exists or as it may exist in the future; or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of such Code as it now exists or as it may exist in the future.
ARTICLE V – COMMITTEES
Section 1.
Standing Committees. The President of the Corporation shall have the authority to appoint committees after consulting with the Board of Directors (as specified in Article III, Section 3 of these By-Laws). Three standing committees shall be constituted on a regular basis unless the Board of Directors determines otherwise. These committees shall be: Awards & Scholarships, Communications, and Educational Resources.
Section 2.
Committee Chairs. Each committee shall be chaired by a person recommended by an officer of the Corporation and appointed by the President. The chair of each committee will serve for a re-appointable two-year term and will be a member of the Board of Directors during that term. Committee chairs may resign at any time or be removed by a majority vote of the Board of Directors.
Section 3.
Committee Membership. Each of the above-mentioned committees will include no fewer than three (3) members, who will be recommended by the Board of Directors and appointed by the President to serve a two (2) year term. The Communications Committee shall include the current SBSE Newsletter Editor and the current SBSE Webmaster.
Section 4.
Roles and Responsibilities of Committees.
4.1 Awards & Scholarships Committee.
This committee shall be charged with administering the various award and scholarship programs of the Corporation.
4.2 Communications Committee.
This committee shall be charged with coordinating the various vehicles of communication that the Corporation employs to achieve several of the purposes of the Corporation as listed in the Articles of Incorporation. These vehicles include but are not limited to, the SBSE Newsletter, the SBSE Web Site, and the SBSE Listserver.
4.3 Educational Resources Committee.
This committee shall be charged with administering various means by which the Corporation may establish a network for exchanging information; develop course guidelines, curriculum models, teaching aids and devices for successful teaching; and act as a forum for scholarly work on the analysis and synthesis of energy and resource issues in building design.
Section 5.
Coordination and Funding of Committee Activities. The Board of Directors shall be responsible for coordinating the activities of the various committees and for approving the allocation of such funding as requested by the committees to carry out their responsibilities.
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