Chapter Constitution

As amended March 6, 2007

ARTICLE 1. NAME

1.1: The name of the organization shall be the "New England Chapter of the Society of Fire Protection Engineers" and is herein referred to as "the Chapter". The Chapter is chartered by the Society of Fire Protection Engineers, a not-for-profit corporation, herein referred to as "the Society".

ARTICLE 2. LOCATION

2.1: The location of the principal office of the Chapter shall be in the City of Boston, Massachusetts or elsewhere at the discretion of the Chapter President.

ARTICLE 3. DEFINITIONS

3.1: Wherever the term "the Board" is used, it shall mean the Executive Board of the Chapter, as defined in Article 8.2 of this Constitution.

3.2: Wherever the term "Chapter Year" is used, it shall be as defined in Article 10.5 of this Constitution.

3.3: Wherever the term "Member" is used, it shall mean an individual who is a member in good standing of the Chapter and who is also a member in good standing in any membership grade of the Society. (See Article 4 of the Society's Constitution.)

3.4: Wherever the term "Scholarship Fund" is used, it shall mean the Scholarship Endowment Fund authorized by Section 5.1 of this Constitution.

3.5: Wherever the term "New England" is used, it shall mean the states of Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont.

ARTICLE 4. ORGANIZATION

4.1: The Chapter is established pursuant to Article 5 of the Constitution of the Society of Fire Protection Engineers, as incorporated under the laws of the Commonwealth of Massachusetts, as a not-for-profit organization of individual members with voting rights vested in the individual members of the Chapter. The New England Chapter was organized as a local chapter of the Society of Fire Protection Engineers on April 22, 1954 and its charter granted by the Society on May 19, 1955.

4.2: The Chapter may receive, own, and maintain funds and property and may use or apply the whole or any part of the income therefrom and the principal thereof as necessary to accomplish its objectives.

4.3: No income or assets of the Chapter may be used or inure for the personal profit of any individual, institution, or corporation.

4.4: The affairs of the Chapter shall be directed by the duly elected officers and directors.

4.5: Disbursement of Assets on Dissolution.

4.5.1: Upon dissolution of the Chapter, no member shall be entitled to any distribution or division of its remaining property or its proceeds and the balance of all money and other property received by the Chapter from any source, including its operations, after the payment of all debts and obligations of the Chapter of whatsoever kind and nature, shall be paid over to the Society.

4.5.2: The balance of all monies or investments remaining in the Scholarship Endowment Fund shall be paid over to the Society, with the stipulation that they be used only for the purposes of awarding scholarship grants.

ARTICLE 5. OBJECTIVES

5.1: The objectives of the Chapter shall be to advance the science and practice of fire protection engineering and its allied fields, to maintain a high ethical standard among its members, and to foster fire protection engineering education. The Chapter shall establish, maintain, and develop a Scholarship Endowment Fund for the purpose of awarding scholarship grants according to criteria that are approved by the Chapter and are stated in its Bylaws.

5.2: The Chapter shall not speak for the Society on any local or national matter without specific written authorization of the Society.

5.3: The Chapter shall abide by the Constitution and Bylaws of the Society.

5.4: In accomplishing these objectives, the Chapter shall only engage in activities which are consistent with the Constitution and Bylaws of the Society. The Chapter shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

ARTICLE 6. MEMBERSHIP

6.1: Membership in the Chapter shall be open to individuals who are Fellows, Members, Associate Members, Affiliates, Student Members, and Honorary Members of the Society. Membership shall include individuals residing or working in the New England states.

6.2: All applications for Chapter membership shall be submitted to the Treasurer. The Treasurer shall forward all applications for membership to the Membership Chairperson (Second Vice-President), who shall verify the applicants' status in the Society. Applicants shall be notified in an appropriate manner of their Chapter membership by the Membership Chairperson and shall be recorded by the Membership Chairperson and the Secretary.

6.3: Each member shall be entitled to one vote in the affairs of the Chapter. Except for Student Members, all Chapter members shall have voting privileges.

6.4: Chapter members who become ineligible due to loss of membership in the Society shall forfeit their voting privileges in the Chapter, but may have their privileges reinstated if they remedy the condition for which they were suspended.

6.5: Chapter members who fail to pay their annual service fee when payable or within sixty days thereof shall be forthwith suspended, but shall be automatically reinstated if they remedy the condition for which they were suspended within six months of their suspension.

6.6: After due notice and after a hearing, if requested by the member, Chapter membership may be terminated if the Board finds any member guilty of unethical professional conduct, conduct prejudicial to the best interests of the Society or the Chapter, falsification of the membership application, or nonpayment of the annual service fee. Any individual whose membership has been suspended or terminated may apply for reinstatement and the Board shall, in any case, specify the procedure to be followed.

6.7: The Chapter recognizes the need to maintain a liaison with individuals in fire-related fields of endeavor and interest who are not members of the Society. The Chapter encourages and accepts the support and participation of these individuals in Chapter activities. The Chapter will accord such individuals the courtesies of regular Chapter publications and participation in meetings and other events upon payment of the annual service fee. Upon receipt of the annual service fee, the Treasurer shall notify the Membership Chairperson and Secretary, who shall record their names on the Chapter mailing list. Such individuals shall not have a vote in the affairs of the Chapter, shall not hold any office or position on the Board, and shall not refer to an affiliation with the Society or any of its Chapters in any advertising, letterheads, business cards, or similar published materials. Such individuals shall be known as "NEC Members".

6.8: The Board may confer the grades of Honorary Chapter Member or Life Chapter Member on any Chapter member in good standing who meets the requirements stipulated in the Bylaws.

ARTICLE 7. BRANCHES

7.1: The Board may, at its discretion and with the permission of the Board of Directors of the Society, establish Branches of the Chapter in specific geographical locations for purposes of discussion and advancement of the purposes of the Society.

7.2: A committee of the Chapter, chaired by an officer elected by the Chapter members, shall be formed to manage the affairs of the Branch.

7.3: Branches shall operate within and be fully accountable to the parent Chapter. A Branch may not elect officers or directors separate from those of the parent Chapter, nor shall it adopt its own Constitution and Bylaws.

ARTICLE 8. CHAPTER LEADERSHIP

8.1: Officers of the Chapter shall be President, First Vice-President, Second Vice-President, Immediate Past President, Secretary, and Treasurer. With the exception of the Immediate Past President, officers shall be elected by majority vote of the members and shall hold office for one year or until their successors are elected and qualified. All officers shall serve without salary.

8.2: There shall be an Executive Board (hereinafter referred to as the Board) consisting of the Chapter officers, the immediate Past President, and four Directors, each of whom shall be elected by majority vote of the members for a term of one year. Each member of the Board shall have a single vote. Committee chairpersons shall be non-voting members of the Board.

8.3: The President and a majority of the Board shall hold the grade of Fellow, Honorary Member, Member, or Associate Member in the Society.

8.4: No officer or director shall serve more than two consecutive terms in any Board position, except that the limitation on term of office for the Secretary and the Treasurer may be waived by the Board on an annual basis, upon recommendation of the Nominating Committee.

8.5: All incoming officers and directors shall begin their tenure of office at the first Board meeting following their election.

8.6: No officer or director may simultaneously hold more than one Board position.

8.7: The resignation of any officer or director shall be tendered to the Chapter President.

8.8: Vacancies in any Board position may be filled, until the next election, by a majority vote of the Board or as stipulated in the Bylaws.

ARTICLE 9. DUTIES OF OFFICERS AND EXECUTIVE BOARD

9.1: It shall be the duty of the President to preside at all meetings and to perform other duties usual to the office. The President shall call meetings of the Board as is considered necessary or by request of three or more members of the Board. The President may appoint special or standing committees as occasion may require, subject to the majority approval of the Board. If, for any reason, the President is not available, the First Vice-President shall have the powers and prerogatives of the President.

The last order of business of an outgoing President prior to turning over the gavel to the incoming President shall be to call for a motion to transfer available excess Chapter operating funds, less an amount equal to six months' operating expenses, to the Scholarship Endowment Fund.

9.2: It shall be the duty of the Secretary to record all official actions of the Chapter and to perform the duties usual to the office. The Secretary shall issue all notices of meetings and shall maintain a roster and mailing list of all Chapter members and friends of the Chapter. The Secretary shall submit, at least annually, a membership list, minutes of the meetings, and other pertinent information to the Secretary-Treasurer of the Society.

9.3: It shall be the duty of the Treasurer to maintain all financial records of the Chapter, to collect the annual service fee, to disburse funds for expenses, to prepare an annual budget, to prepare a current financial statement for each regularly scheduled Chapter meeting, and to perform other duties usual to the office. It shall also be the duty of the Treasurer to maintain the Scholarship Endowment Fund in accounts that are separate from the Chapter's operating and other funds, to maintain all financial records of the Fund, and to recommend appropriate investments for the security and growth of the Fund in accordance with Section C.1 of the Chapter's Bylaws.
The Board may authorize the use of an outside agency, for a fee agreed upon by the Board, to collect fees and perform accounting services, but any withdrawal or disbursement of funds will remain the responsibility of the Treasurer.

9.4: The President and First Vice-President shall be the Chairperson and Vice-Chairperson, respectively, of the Board.

9.5: The Board shall meet at least quarterly, but may meet as often as necessary or desirable, at the discretion of the President.

9.6: A majority of the Board members shall constitute a quorum at any meeting of the Board.

9.7: It shall be a specific duty of the Board to pass upon the desirability of any action submitted to the Chapter for its consideration with respect to basic policy. Negative or advisory results shall be reported immediately to the Chapter for further action.

9.8: The Board shall be responsible for reviewing the report of the Scholarship Committee for compliance with this Constitution and its Bylaws and for acting on the report in accordance with Section B.2 of the Bylaws.

ARTICLE 10. ADMINISTRATION

10.1: The administrative and financial functions of the Chapter shall be vested in the Board.

10.2: The Chapter shall not be bound by any agreement, written or oral, unless the agreement has been approved by the Chapter or by recorded vote of the Board.

10.3: Bylaws shall be established to guide the Board in governing the operations and activities of the Chapter.

10.4: The Board shall defer to the Society on all issues concerning the use of the name, insignia, and trademark of the Society.

10.5: The fiscal year of the Chapter shall begin on the first day of June and shall terminate on the thirty-first day of May and shall be known as the "Chapter Year".

10.6: The Board may authorize expenditures up to and including twenty-five percent (25%) of the Chapter's currently available moneys. All expenditures or appropriations exceeding twenty-five percent (25%) of the Chapter's available moneys shall be approved by vote of the membership at a scheduled or a called meeting. This shall not include such necessary expenditures required by the Secretary or Treasurer for stationery, postage, meeting expenses, and incidentals, up to one hundred dollars ($100.00). However, an accounting of such expenditures shall be given with each Treasurer's report.

10.7: The Chapter shall in no way incur financial or contractual obligations upon the Society without full written approval by the Board of Directors of the Society.

10.8: Administration of the Scholarship Endowment Fund shall be vested in a Scholarship Committee that is duly established according to Section 11.3 of this Constitution and is operated according to Section C of its Bylaws.

10.9: The annual service fee shall be as stipulated in the Bylaws.

ARTICLE 11. COMMITTEES

11.1: Committees shall be of two classes: Standing Committees, which shall have a continuing function and whose duties shall be specified in the Bylaws; and Special Committees, which shall be established by the President for a specific purpose and whose tenure shall cease upon completion of said task and acceptance of a final report. A majority of the members of any committee shall constitute a quorum for carrying on a meeting of said committee.

11.2: Nominating Committee.

11.2.1: There shall be a Nominating Committee consisting of no fewer than three members appointed by the President at the second Board meeting of the Chapter Year. This Committee shall nominate the officers, directors, and Scholarship Committee members.

11.2.2: The report of the Nominating Committee shall be mailed by the Secretary to the Chapter Members at least thirty days prior to the Annual Meeting. The following statement shall be made part of the Nominating Committee report:

"Nomination of any eligible candidate may be made by any Chapter Member for election to any office if the candidate's name and proposed office are submitted in writing to the Secretary seven days prior to the Annual Meeting, together with the signatures of five members of the Chapter."

11.3: Scholarship Committee.

11.3.1: There shall be a Scholarship Committee whose purpose shall be:

(a) to establish, develop, and promote the growth of the Scholarship Endowment Fund;

(b) to administer the Scholarship Fund in accordance with this Constitution and its Bylaws;

(c) to identify students of quality who have demonstrated an interest in pursuing a career in fire protection and to support such students by means of appropriate scholarship grants, as available funding permits.

11.3.2: The duties of the Scholarship Committee shall be to solicit, identify, and recommend candidates to receive scholarship grants and to recommend the dollar amount of each grant. The Scholarship Committee shall report their recommendations to the Board not later than thirty days prior to the Annual Meeting of the Chapter.

11.3.3: If the report of the Scholarship Committee is not accepted by the Board in accordance with Section B.2 of the Chapter Bylaws, the Scholarship Committee shall submit a revised report not later than ten days prior to the Annual Meeting.

11.3.4: The Scholarship Committee shall consist of four voting members, one of whom shall be appointed by the Board to serve as Secretary and the others to be duly elected by the Chapter.

(a) The Secretary shall be appointed each year at the Annual Meeting and shall be eligible for reappointment to consecutive terms with no limitation on tenure.

(b) The three elected members shall be elected at the Annual Meeting to serve staggered three-year terms, with one new member being elected each year and the other two advancing to the next senior positions. The elected member who is senior in tenure shall chair the Committee. Elected members shall not be eligible to serve consecutive terms.

(c) At least one of the four members of the Committee shall have previously served at least four years on the Board as a director or officer or both.

(d) Current officers and directors shall not be eligible for appointment or election to the Scholarship Committee.

(e) If any member of the Scholarship Committee is not able to fulfill his or her responsibilities, that member shall resign from the Committee. The next tenured member(s) shall assume the vacated position(s) and the responsibilities thereof. The vacancy in the most junior position shall be filled by appointment by the Board and this appointee shall serve until the next regularly scheduled election.

11.3.5: Scholarship grants shall be derived solely from the Scholarship Fund, as detailed in Section C.8, and from any other monies specifically provided for such purpose. Any earnings of the Scholarship Fund that are not used for grants shall be reinvested in the Fund. Any monies given to the Chapter for scholarship purposes, but not specifically identified for awarding grants in the year given, shall also be invested in the Fund.

11.3.6: The Scholarship Fund shall be used only for the purpose of generating income to be used for scholarship grants. In accordance with Section 9.3 of this Constitution, the Scholarship Fund shall be maintained in accounts that are separate from the Chapter's operating and other funds.

11.3.7: Nothing in this Section shall prohibit the solicitation or establishment of other named or dedicated Scholarship Endowment Funds. Such endowment funds shall be governed by appropriate amendments to this Constitution and its Bylaws that are specific to the objectives and impediments of each such fund. Nothing in this Section shall prohibit the solicitation or acceptance of a donation to provide for a one-time named grant.

11.4: Audit Committee.

11.4.1: There shall be an Audit Committee whose duty it shall be to audit the financial records of the Chapter, verify the information contained therein, and certify the balance of accounts at the end of the Chapter Year.

11.4.2: The Audit Committee shall report to the Chapter Membership at the first meeting of the next Chapter Year following the audit.

11.4.3: Membership on the Audit Committee shall be by nomination and election at each Annual Meeting.

ARTICLE 12. MEETINGS

12.1: A minimum of four monthly meetings shall be held each year. In case of a special meeting, at least 10 days written notice shall be given to those individuals on the Chapter's mailing list. The last meeting of the Chapter Year shall be known as the Annual Meeting.

12.2: At the Annual Meeting, the retiring President shall present an Annual Report reviewing the activities of the Chapter during the past twelve months and recommending future activities. The Treasurer shall present a report showing receipts and disbursements for the past twelve months and a statement of assets, liabilities, and net worth at the close of the elected term.

12.3: Twenty members in good standing shall constitute a quorum for carrying on Chapter business.

12.4: The rules of procedure in meetings shall be according to "Roberts' Rules of Order", when consistent with this Constitution and its Bylaws.

ARTICLE 13. AMENDMENTS

13.1: These articles may be amended at any regular meeting of the Chapter by a two-thirds vote of the members present. Proposals for amendments may be submitted by any Chapter member in good standing or may be proposed by action of a three-fourths vote of the Board. Proposals for amendments shall be submitted to the Secretary in writing and shall be distributed in writing to the membership.

13.2: Proposed amendments shall be posted in the Chapter publication or shall be mailed to each member separately so that the membership is notified of the proposed amendments at least ten days prior to a Chapter meeting.

13.3: Proposed amendments shall be subject to discussion and comment at the next two consecutive Chapter meetings following posting of the amendments.

13.4: An amendment shall become valid after approval by the membership and after review and approval by the Board of Direc