Constitution & Bylaws

Constitution & Bylaws

CONSTITUTION, BYLAWSANDRESOLUTIONS OF THE

NORTHERN NEWENGLANDCHAPTER OF THE

EASTERN REGION OF APPA

(Amended April 19, 2017)

Index:

BOARD OF DIRECTORS RESOLUTIONS CONSTITUTION

ARTICLE I Name

ARTICLE II Purposes

ARTICLE Ill Membership

ARTICLE IV Administrative Organization

ARTICLE V Bylaws

ARTICLE VI Meetings

ARTICLE VIIAmendments

ARTICLE VIII Charter Institutions

ARTICLE IX Incorporation

BYLAWS

ARTICLE IMembership

ARTICLE II Finances

ARTICLE IIIOfficers and Directors of the Chapter

ARTICLE IV The Board of Directors

ARTICLE V Meetings

ARTICLE VI Elections

ARTICLE VIICommittees

ARTICLE VIII Awards

ARTICLE IX Fiscal Year

ARTICLEXAmendments

ARTICLE XI Dissolution

BOARD OF DIRECTORS RESOLUTIONS

(Revised April 19, 2017)

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, April 2017) - Established a procedure by which the host institution will be presented with 10 full NNECERAPPA conference registrations at no cost to the institution. The registrations will be awarded at the discretion of the host institution and must be used for the conference that the institution is currently hosting.



3. Resolution # 3 was rescinded July 2016.



4. March 1983 (Amended March 2010, April 2017) - 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 annual Chapter meeting registration fee.



5. August 1984 (Amended September 1990, August 1993, June 1997, March 2010, August 2012, April 2017) Established a scholarship to each APPA University in the form of a reimbursement for up to three persons, one 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 theAPPA 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 memberswho 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 reportedto the board.





8. March 2010 (Amended March 2013, April 2017) - The board voted to provide reimbursement to individuals or their institutions for attending APPA/ERAPPA meetings. 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, and must be preauthorized by the president prior to travel. Reimbursement may cover travel/lodging, and/or registration expenses. Individuals for whom reimbursement is available are typically NNECERAPPA board members and committee chairs. Travel expenses shall be reimbursed in the amount least financially burdensome to the Chapter. For example, if a person chooses to drive to a meeting vs fly and the mileage reimbursement would exceed the airfare, reimbursement shall be for the cost of airfare and vice versa.



9. July 2012 - Board members and committee chairs are permitted and encouraged to apply for scholarship awards just as any member of the chapter. Their applications will be considered only after the submission deadline has passed for the event they wish to attend and only if there are remaining scholarships to be awarded for the affiliate state of that board member. Thereafter the application process is the same and the applications are processed and awarded on a first in first out basis (assuming the normal scholarship criteria are met). In any event there will not be more than one board member/committee chair per state per cycle to receive an award across all scholarship offerings.



Constitution of the Northern New England

Chapter of the Eastern Region of APPA

(Revised April 19, 2017)

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".

ARTICLEII

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 asAPPA or the Association.

The Northern NewEnglandChapter 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 Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law).



ARTICLE III

MEMBERSHIP

Section A - Eligibility for Membership

Member Institutions of theChapter shall be institutions eligible to hold regular or affiliatemembership in APPA. Participants shall be employees of Physical Plant Department engaged in operations,maintenance, engineering, construction, planning and development, or other related functions affiliated with the Dept.

Section B - Classification ofMembers

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 votingmembers of the Board of Directors shall be fromthe 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. Exceptions may be made at the discretion of the Board.



ARTICLEV

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. Effective as of the Spring Business Meeting of 2019, The Chapter intends to provide one educational meeting each year normally in the spring. 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 ameeting.

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 present and voting for transaction of business of the Chapter at any regularmeeting.

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 or electronic means and votes returned either by electronic means,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

AMEMDMENTS

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

Uniersity of Maine (System) University of Maine at Farmington

University of Maine (Orono)

University of SouthernMaine

NEWHAMPSHIRE

DartmouthCollege

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 January 1 and end on December 31 of each year.

ENDOFCONSTITUTION

Bylaws of The Northern New England

Chapter of the Eastern Region of APPA

(Revised April 19, 2017)

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 Ill, Section A, of the Constitution are eligible for membership. Annual payment of the registration fee constitutes membership in the Chapter for physical plant employees of that Institution.



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 It’s 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 ofMembership

1. Member - A Member is a representative of an institution that meets the requirements of Article Ill, 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 theChapter.





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 $100 and shall be reviewed annually by the Board of Directors. All dues shall be payable by July 1of each year and shall be considered delinquent 90 days thereafter.



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. 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 nextBoard 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 or electronic communication. 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 committee members/liaisons 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.



Section B - TheVice-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 coordinates all official correspondence and notices concerning theChapter and maintenance of 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.



Section D - The PastPresident

1. The Past President or Ex-Officio shall conduct any and all elections and shall notify ERAPPA immediately

Section E - State 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 anymaterial 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 the annual meeting.



ARTICLEV

CHAPTER MEETINGS

1. The Chapter shall meet at least once each year normally in the Spring, preferably at a member institution selected by the Board from those tendering invitations. 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 allChapter meetings.



ARTICLE VI

ELECTIONS

Section A - Nominations

1. Not later than October 1, 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 except at the discretion of the board. 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 toforward a letter of appreciation for services not meriting a Distinguished Service Certificate . Distinguished Service Certificates shall only be awarded during the annual meeting of the Chapter.

ARTICLE IX

FISCAL YEAR

The fiscal year of the Chapter shall start on January 1 and end on December 31 of each year. .

ARTICLEX

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.



ARTICLEXI

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.



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