CONSTITUTION, BYLAWS AND RESOLUTIONS OF THE NORTHERN NEW ENGLAND CHAPTER OF THE EASTERN REGION OF APPA
As Amended March 20, 2008
Index: BOARD OF DIRECTORS RESOLUTIONS CONSTITUTION ARTICLE I Name ARTICLE II Purposes ARTICLE III Membership ARTICLE IV Administrative Organization ARTICLE V Bylaws ARTICLE VI Meetings ARTICLE VII Amendments ARTICLE VIII Charter Institutions ARTICLE IX Incorporation BYLAWS ARTICLE I Membership ARTICLE II Finances ARTICLE III Officers and Directors of the Chapter ARTICLE IV The Board of Directors ARTICLE V Meetings ARTICLE VI Elections ARTICLE VII Committees ARTICLE VIII Awards ARTICLE IX Fiscal Year ARTICLE X Amendments ARTICLE XI Dissolution
BOARD OF DIRECTORS RESOLUTIONS (Revised 03-10-10) 1. March 1979 (Amended March 2010) - Established a Professional Development Committee. Purpose: To develop ways in which the Chapter can aid individual member institutions improve their physical plant operations by sponsoring one or two day workshops or seminars on needed subjects that could not be addressed at Chapter meetings. 2. September 1981 (Amended October 1983, October 1995, March 2010) - Established a procedure by which the host institution will be presented with an up to a $2,500.00 scholarship to any APPA related educational event, to include tuition, travel and lodging. 3. March 1983 (Amended March 2010) - Passed a resolution to allow host institution to waive one registration fee for any Chapter institution that has not previously attended a Chapter meeting in the previous five years. 4. March 1983 (Amended March 2010) - Directors voted to have the Chapter pay the registration fee for any officer, director, or committee member whose institution cannot or will not pay for the semiannual Chapter meeting registration fee. 5. August 1984 (Amended September 1990, August 1993, June 1997, March 2010) - Established a scholarship to each APPA Facilities Management Institute in the form of a reimbursement for up to six persons, two from each state in the Chapter. Established a scholarship to all other APPA Educational Programs, for three persons, one from each state in the Chapter. Institutions or individuals should use the on-line scholarship form.
5a. January 2007 (Amended March 2010) - Directors passed a resolution to change the APPA Institute scholarship award from $1,500.00 to up to $2,000.00. The additional funds are to be used for travel expenses. The Board may adjust this value as appropriate for inflation or other financial reasons. 6. August 1984 (Amended February 1995 ) - Passed a resolution that the Board of Directors establish a gift fund for the outgoing President of up to $200.00 for a presentation at the Elections Business Meeting. 7. January 2007 (Amended March 2010) - The board voted to provide funding for overnight lodging to Institutional members who serve on the Board, Board Committees or others who have been specifically requested to serve the chapter by the Board. This award is intended as an incentive to serve the Chapter and relieve the financial impact on institutions. This award is at the discretion of the President and reported to the board.
8. March 2010 - The board voted to provide reimbursement to individuals or their institutions for attending APPA/ERAPPA annual meetings including but not limited to Chapter President, Vice-President, ERAPPA Board and Committee Chairs. This is intended to encourage persons to represent the Chapter at the APPA/ERAPPA level. This reimbursement is at the discretion of the President and reported to the board.
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Constitution
of the
Northern New England Chapter
of the
Eastern Region of APPA
ARTICLE I
Name
The name of this organization shall be "The Northern New England Chapter of the Eastern Region of APPA or NNECERAPPA, hereinafter referred to as the "Chapter".
ARTICLE II
Purposes
The purposes of the Chapter are to promote common interests in the administration, maintenance, operation, planning, and development of Physical Plants; to foster professional ideals and standards; to better serve the objectives of educational institutions, and other institutions deemed appropriate by the Chapter, in the States of Maine, New Hampshire, and Vermont, and to aid and supplement the work of the International and Regional APPA, hereafter referred to as APPA or the Association.
The Northern New England Chapter of ERAPPA is organized and operated exclusively for charitable and educational purposes within the meaning of Sections 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law). No part of the net earnings of the organization shall inure to the benefit of, or be distributed to, its directors, officers, other private individuals, or organizations organized and operated for profit (except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes stated above.) No part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in the publishing or distributing of statements for any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision herein, the organization shall not carry on any activities not permitted to be carried on:
(a) By an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue code of 1986 (or the corresponding provisions of any future United States internal revenue law),
(b) By an organization, contributions to which are deductible under Sections 170 (c) (2), of the InternalRevenue Code of 1986 (or the corresponding provisions of anyfuture United States internal revenue law).
ARTICLE III
Membership
Section A - Eligibility for Membership
Member Institutions of the Chapter shall be institutions eligible to hold regular or affiliate membership in APPA.
Participants shall be employees of Physical Plant Departments engaged in operations, maintenance, engineering, construction, planning and development, or other related functions affiliated with the Physical Plant Department.
Section B - Classification of Members
Members shall be classified as defined in the Bylaws, Article I, Section A.
ARTICLE IV
Administrative Organization
Section A - Officers
The Officers of the Chapter shall consist of a President, Vice-President, and Secretary/Treasurer.
Section B - Board of Directors
1. The Board of Directors of the Chapter shall consist of the President, the Vice-President, the Secretary/Treasurer, the past-President and three Directors (one from each State represented by the Chapter).
2. The President, Vice-President, and the Secretary/Treasurer shall hold their respective positions on the Board of Directors.
3. Committee Chairpersons are to be included as non-voting members of the Board in order to have these important groups represented at all Board deliberations.
4. No more than two voting members of the Board of Directors shall be from the same institution.
Section C - Elections
1. All Officers and Directors shall be elected by the voting members present, with the majority of votes cast determining the election.
2. All Officers and Directors shall be elected at an annual meeting and shall be installed as the last order of business of the day.
3. Each Officer and Director shall be elected to hold office for a period of two years. Officers shall not hold the same position for more than one term. Directors shall be eligible for re-election for a period not to exceed one additional term.
ARTICLE V
Bylaws
The Chapter at any scheduled meeting may adopt or amend any Bylaws, consistent with the provisions of the Constitution, by a majority vote cast by the voting institutions present except where a greater majority may be required.
ARTICLE VI
Meetings
Section A - Regular Meetings
1. The Chapter intends to provide two educational meetings each year normally in the spring and fall. The preference is to have a “two day” meeting at a member Institution. However, due to extenuating circumstances the Board may adjust the type, length and location of a meeting.
2. When the location has been selected, the President or his/her designee shall notify the institution. This school shall then establish a program committee to assist in scheduling a program for the meeting.
Section B - Quorum
A quorum shall consist of twenty-five (25) percent of the voting institutions for transaction of business of the Chapter at any regular meeting.
Section C - Voting
1. Each Member Institution shall be entitled to one vote regardless of the number of members representing the institution. At any meeting each school having more than one member present shall select one member to be spokesperson for the institution. He/She shall cast all votes, make any official statements, and seek recognition from the chair for the institution.
2. When so specified by the Board of Directors, a question or motion before the Board may be referred to the membership in writing by letter and votes returned either by mail or by submission at the next meeting. In either event the date of the vote shall be not less than thirty (30) days from the date of mailing the question.
ARTICLE VII
Amendments
Any and all articles, sections or paragraphs of this Constitution may be repealed or amended by a vote of two-thirds of the Member Institutions of this Chapter, present and voting, after a notice of the proposed amendment is given in writing not less than thirty (30) days prior to any regular meeting.
ARTICLE VIII
Charter Institutions
MAINE
Bates College
Bowdoin College
University of Maine (System)
University of Maine at Farmington
University of Maine (Orono)
University of Southern Maine
NEW HAMPSHIRE
Dartmouth College
Franklin Pierce College
New England College
New Hampshire College
Nathaniel Hawthorne College
Plymouth State College
Saint Anselm College
University of New Hampshire
VERMONT
Bennington College
Middlebury College
Vermont Technical College
ARTICLE IX
Incorporation
The Chapter’s financial year will start on July 1st, and end on June 30th.
END OF CONSTITUTION
Bylaws
of the
Northern New England Chapter
of the
Eastern Region of APPA
ARTICLE I
Membership
Section A - Eligibility for Membership
1. Representatives of Physical Plant Departments of institutions in the States of Maine, New Hampshire, and Vermont meeting the requirements of Article III, Section A, of the Constitution are eligible for membership. Attendance at a regular meeting and payment of the registration fee constitutes membership in the Chapter for physical plant employees of that Institution. (Institutional membership shall be retained as long as an institution is represented at not less than one meeting every two years.)
2. Membership in the Chapter shall be limited to the employees in the Physical Plant department engaged in operations, maintenance, engineering, planning, repair or construction. Each Institution shall designate its own institutional representative.
3. There shall be no limitation on the number of members from an institution. Representatives not eligible for membership will be welcomed as guests.
Section B - Classification of Membership
1. Member - A Member is a representative of an institution that meets the requirements of Article III, Section A, of the Constitution.
2. Guests - Representatives of an institution that are not members or not eligible for membership in the Chapter, and representatives of institutions that are members, but who are personally not eligible, may attend as guests.
3. Affiliate Member- Persons outside the Chapter or the Association or who are not in Physical Plant employment, who have rendered exceptional meritorious service to the Chapter or the Association may be elected to Affiliate Membership upon the recommendation of the Board of Directors and a majority of the members present at any regular meeting.
4. Emeritus Member - Emeritus Member status may be granted by the Board of Directors to representatives who, upon retirement, or change of employment, have had a minimum of five years of service in the Chapter and/or Association, or are Charter Members of the Chapter.
5. Subscribing Member - Subscribing memberships may be offered to individuals, organizations, manufacturers, or suppliers of goods and services operating for profit and ascribing to the policies and purposes of the Association and wishing to support the activities of the Association, subject to approval of the Board of Directors. This category of membership shall not be construed as an endorsement, actual or implied, by the Association or the Chapter.
6. Honorary Member - Honorary Member status may be granted by the Board of Directors to individuals who, through their work and participation with the Chapter and its member institutions, have contributed to the success of the Chapter's Educational Programs and overall mission.
Section C - Rights and Privileges
1. Members - shall be entitled to all rights and privileges of the Chapter; the right to vote on all questions concerning the Chapter, to hold office; and to receive copies of the minutes, reports and publications.
2. Affiliate Members - shall be entitled only to attend meetings, to engage in discussions and to receive copies of the minutes, reports and publications.
3. Emeritus Members - shall be entitled to attend all meetings, without payment of the registration fee, to engage in discussions, and to receive copies of the minutes, reports and publications.
4. Honorary Members - shall be entitled to attend meetings, to engage in discussions, and to receive copies of the minutes, reports and publications.
5. Voting - One member shall cast all votes for each institution present. Where more than one member is present, they shall select one of their number to be spokesperson.
6. Dues - Dues or special assessments shall be proposed by the Board of Directors and approved by a two-thirds vote of the members present at any regular meeting.
7. Registration Fee - There shall be a registration fee for each person attending a meeting, payable at the meeting. This registration fee shall be established by the Board of Directors.
8. Subscribing Members - shall be entitled to attend all meetings, reserve booth space at meetings, be included on the Chapter mailing list, and receive the Membership Directory; and shall also be entitled to participate in other activities of the Association only by special request and permission from the Board of Directors.
9. Annual Dues - Annual dues for subscribing members are set at $50.00, and shall be reviewed annually by the Board of Directors. All dues shall be payable by July 1 of each year and shall be considered delinquent 90 days thereafter.
Section D - Termination of Membership
1. At the annual Business meeting the Secretary shall provide a list of membersinstitutions who have not attended a meeting in two years. The President or his/her designee shall inform the Institutional Representative and encourage the institution to reestablish an active status with the chapter.
2. Membership may be re-instated by attending a regular meeting and paying the registration fee.
ARTICLE II
Finances
Section A - Funds
All funds of the Chapter shall come from subscribing members/business partners dues, registration fees, publication charges, exhibitors fees, and special assessments. The Secretary/Treasurer, or his/her representative, shall collect all registration fees for meetings and after paying all expenses of the meeting, deposit any remaining funds in the Chapter account.
Section B - Accounting
The Secretary/Treasurer shall be responsible for all funds of the Chapter and shall be required to post bond. He/She shall collect and disburse all funds and maintain accounts which may be called for at any time. The Board of Directors shall provide for audits of accounts as may be required.
Section C - Bonding
The President, Secretary/Treasurer, and other Board members as so deemed by the President, shall be required to be bonded, with the cost of insurance coverage the responsibility of the Chapter. The Secretary/Treasurer shall be responsible for obtaining bonding.
ARTICLE III
Officers and Directors of the Chapter
Section A - The President
1. The President is the executive officer of the Chapter and the President of the Board of Directors. He/She shall preside over all meetings of the Chapter and of the Board of Directors.
2. He/She shall be responsible for the general supervision and direction of the affairs of the Chapter. If an event occurs between Board meetings that is not covered by the Constitution or the Bylaws, the President shall have authority to act. The event and the action taken shall be reported at the next Board meeting. The Board shall determine whether to place the matter before the membership.
3. He/She shall keep the Regional Association officers informed of Chapter activities by letter and the International Association Newsletter editors by notice. These duties may be performed by the Secretary/Treasurer at the President's direction.
4. The President or his/her designee shall represent the Chapter at conferences, meetings and ceremonies to which the Chapter has been invited and should have representation.
5. He/She shall have the authority to appoint committees not otherwise provided for, and shall advise the Board of Directors of the appointments. The President shall, with Board approval, provide a budget to the Secretary/Treasurer prior to obligation of any funds required by committees.
6. He/She shall, in the event of a vacancy among the officers, with the concurrence of a majority of the remaining Board members, appoint a replacement.
7. The holder of this position shall be bonded for his/her term of office.
Section B - The Vice-President
1. The Vice-President assists the President in his/her duties and carries out duties assigned by the President or the Board of Directors. He/She assumes the duties of the President when the President is absent for any reason, or if the post becomes vacant.
2. The Vice-President is an ex-officio member of all Standing Committees and Vice-President of the Board of Directors.
3. He/She shall review the Bylaws and Constitution of the Chapter and recommend changes as may be warranted to the Board for review and disposition.
Section C - The Secretary/Treasurer
1. The Secretary/Treasurer is responsible for the minutes of all meetings of the membership and to have copies available at all meetings upon request for the member institutions. He/She is also the Secretary of the Board of Directors.
2. He/She handles all official correspondence, sends out all notices concerning the Chapter and maintains an up-to-date roster of member institutions.
3. He/She shall perform such other duties as may be assigned by the President of the Board.
4. He/She shall be responsible for receiving, dispensing and safe keeping of all funds of the Chapter. Ready funds shall be kept in a checking account and additional funds in a savings account.
5. He/She shall make an accounting at each meeting of the membership and the Board. From time to time he/she shall make recommendations as to the disposition of excess funds.
6. The holder of this position shall be bonded for his/her term of office.
Section D - The Past President
1. The Past President or Ex-Officio shall conduct any and all elections and shall notify ERAPPA immediately following.
Section E - The Directors
1. The State Directors of the Chapter are voting members of the Board, attend all Chapter meetings, recommend and prepare agenda items for Board consideration, and perform such other duties as the President may from time to time designate.
ARTICLE IV
The Board of Directors
1. The Board of Directors shall meet a minimum of two times yearly and shall meet at such other times as the President may require.
2. The Board of Directors shall conduct all routine business of the Chapter; select meeting sites, approve programs and carry out directives required by membership.
3. The actions of the Board shall be final on all business and program matters. All questions affecting the membership, monetary matters beyond routine expenditures and constitutional matters shall be recommendations to be placed before the membership at the next regular meeting. Recommendations for the disposal of excess funds require approval by three-quarters of the Board of Directors at the meeting in order to be presented to the membership.
4. The Board of Directors shall rule on questions of policy which arise between meetings. The Board shall authorize expenditures from the treasury during the interim between meetings of the Chapter.
5. The Board of Directors may authorize the printing and the distribution of any material that will be of value to the members.
6. The Members of the Board of Directors may recommend recipients for various Chapter awards and special recognition such as Certificates of Appreciation, Meritorious Service, Emeritus or Honorary Status. The conferring of any awards shall require a favorable majority vote of the Board. Award presentations shall be conducted at either of the semiannual meetings, with preference given to the Annual Spring Business Meeting.
ARTICLE V
Meetings
1. The Chapter shall meet at least two times in each year normally in the Springand Fall at a member institution selected by the Board from those tendering invitations. Each meeting during the year shall be at a different location. When the location has been selected the President or his/her designee shall notify the institution.
2. The Spring meeting shall be designated as the "Business Meeting", with elections for new officers and directors held every other year.
3. Parliamentary rules, as stated in Robert's Rules of Order shall govern the procedures at all Chapter meetings.
ARTICLE VI
Elections
Section A - Nominations
1. Not later than the Fall meeting prior to an election year, the President shall appoint a 3 member Nominating Committee, none of whom shall be, at the time of their appointment, an Officer or Director.
2. Prior to the first of February in the election year the Secretary/Treasurer shall inform the membership that nominations for officers and directors are in order. Nominations shall be forwarded to the Secretary/Treasurer by the first of March.
3. The Secretary/Treasurer shall forward to the Nominating Committee, not later than 30 days prior to the Spring election year meeting, all nominations received from Member institutions. The Nominating Committee shall prepare a slate of officers from the nominations received from the Secretary/Treasurer for presentation to the membership at the election year business meeting. The Nominating Committee shall also report all other nominations received.
4. Nominations may be made from the floor if accompanied by the nominee's consent.
Section B - Voting
1. When nominations are closed the vote shall be taken. The Past President shall record the vote which shall be cast by the spokesperson for each institution. The nominee with the majority of votes cast for each office shall be considered to be elected.
2. If no candidate has a majority, or the vote is a tie, a new vote shall be taken considering only the top two candidates for that office.
3. If a tie vote cannot be resolved after two additional ballots, the new Board of Directors less the unresolved office, shall meet immediately following the Chapter meeting and, by secret ballot, elect an officer to fill that office.
Section C - Eligibility
1. The Officers may not be nominated or elected to a second term in the same office held. They may, however, be considered for a different office and hold that office for one term. After one term, in which no elected office is held, an individual may be considered for any office. Members elected to the Board of Directors may hold office for two consecutive terms.
2. No more than two Officers or Directors may be from the same institution except for the Past President. An officer or director whose term expires may not be succeeded in the same office by a member from the same institution.
3. When a vacancy occurs in any office, or on the Board of Directors, or on any committee, the President may, subject to the concurrence of the Board, appoint a successor for the remainder of the term, who may be from the same institution as the previous office holder or another present member of the Board of Directors.
4. Any member appointed to complete a term of another member, may be elected to a regular term to that office as though he/she had not served.
ARTICLE VII
Committees
1. Standing Committees, being of a permanent nature, are established as to mission and size by the Board of Directors. The President shall select the members of Standing Committees and appoint the Chairperson. The membership of each Standing Committee expires when the term of office of the administration ends.
2. The President shall designate such temporary committees as may be required. Upon presenting a final report such committees automatically cease to exist. The committee life extends from one administration to the next. The President appoints the members and designates the chairperson.
3. The President may, with the consent of the Board, add members to Standing Committees. He/She shall fill vacancies as they occur prior to the next Board meeting. He/She may designate additional members, fill or not fill vacancies, as he/she desires to temporary committees.
4. Any member, or all of the members of any committee, may be from the same institution.
ARTICLE VIII
Awards
The Board of Directors may from time to time select individuals who have performed outstanding services, duty, or assistance to the Chapter. Such individual need not be a member of the Chapter or of the Association. The Board shall determine whether the value of such services, duty or assistance is sufficient to merit the award of a distinguished service certificate.
If it is so determined, the President shall present such award at the next regular meeting of the Chapter. The award shall be made in the name of the Northern New England Chapter.
The President may, or the Board may direct the President to forward a letter of appreciation for services not meriting a Distinguished Service Certificate.
Distinguished Service Certificates shall only be awarded during the regular fall or spring meeting of the Chapter.
ARTICLE IX
Fiscal Year
The fiscal year of the Chapter shall be from July 1 through June 30.
ARTICLE X
Amendments
1. Amendments to the Constitution or the Bylaws may be proposed by the Board of Directors, or any member of the Chapter. Members shall forward proposals to the Secretary/Treasurer who shall present them to the Board. They shall be considered by the Board who may reword or alter them as long as the intent is not changed, and prepare them for presentation to the membership.
2. Proposed amendments to the Constitution shall be forwarded to the member institutions so that it reaches them not less than thirty days prior to the next Chapter meeting. It shall be presented at the meeting for discussion, change, alteration or rewording, and voted upon. A two-thirds vote of member institutions present is necessary to approve.
3. Amendments to the Bylaws may be presented at any regular meeting and may be proposed from the floor. After discussion, revision, alteration or rewording it shall be brought to vote. An amendment to the Bylaws may be adopted by a simple majority vote except where the Bylaws may require a different vote.
ARTICLE XI
Dissolution
In the event of dissolution or final liquidation of NNECERAPPA, the Board of Directors shall, after paying or making provisions for the payment of all lawful debts and liabilities of NNECERAPPA, distribute all remaining assets to one or more of the following categories of recipients as the Board of Directors of NNECERAPPA determine:
a) A nonprofit organization or organizations which may have been created to succeed NNECERAPPA, as long as such organization or each of such organizations shall then qualify as a governmental unit under Section 270 (c) of the Internal Revenue Code of 1986 or as an organization exempt from Federal income taxation under Section 501 (a) or such code as an organization described in Section 501 (c) (3) of such Code; and/or
b) A nonprofit organization or organizations having similar aims and objectives of NNECERAPPA and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under Section 270 (c) of the Internal Revenue Code of 1986 or as an organization exempt from Federal income taxation under Section 501 (c) (3) of such Code.
END OF BYLAWS
[drg last edit:12/02/2004]
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