Branch Rules of Operation

Bylaws

As Amended by Dallas Branch on November 1, 2010

ARTICLE 1: General

1.1 Name. The name of this organization shall be the Dallas Branch of the Texas Section, American Society of Civil Engineers, hereinafter referred to as the “Dallas Branch” or “Branch”.

1.2 Objective. The objective of the Dallas Branch shall be the advancement of the science and the profession of engineering in a manner consistent with the purpose of the American Society of Civil Engineers, hereinafter referred to as “ASCE” or the “Society”.

1.3 Authority. The actions of the Dallas Branch shall be consistent with the provisions as set forth in the Constitution and Bylaws of the Texas Section of ASCE.

1.4 Branch Mailing Address. The mailing address for the Dallas Branch shall be as follows:

ASCE Dallas Branch
P.O. Box 541373
Dallas, Texas 75354-1373

ARTICLE 2: Area and Membership

2.1 Area. The area of the Dallas Branch shall be the county’s of Collin, Cooke, Dallas, Denton, Ellis, Kaufman, Navarro, Rockwall in the State of Texas.

2.2 Assigned Members. All members of the Society of all grades, whose addresses of record are within the boundaries of the Dallas Branch, as defined by the Society, shall be Assigned Members of the Dallas Branch.

2.3 Subscribing Members. All members of the Society of all grades, who subscribe to the Bylaws of the Dallas Branch and the Texas Section-ASCE, and who have paid the current dues of the Branch and Texas Section, shall be Subscribing Members of the Branch.

2.3.1 Rights of Subscribing Members. Only Subscribing Members of the Branch shall be eligible for election to Dallas Branch office, or to vote in Dallas Branch elections.

 

ARTICLE 3: Separation from Membership

3.1 Separation from Membership. Members who cease to be members of the Texas Section, for any reason, shall cease to be members of the Dallas Branch.

ARTICLE 4: Dues

4.1 Branch Dues. The annual dues for Subscribing Members of the Dallas Branch shall be ten ($10.00) dollars, payable in U.S. currency by January 1.

4.2 Section Dues. The annual dues for members of the Texas Section-ASCE shall be as set forth in the Bylaws of the Texas Section.

ARTICLE 5: Management

5.1 Board of Directors. The governing body of the Dallas Branch shall be a Board of Directors. The Board shall be responsible for the supervision, control and direction of the Dallas Branch, and shall manage the affairs of the Branch in accordance with the provisions of the Branch’s Bylaws, Guidelines of Operation and other governing documents, subject to the control of the Texas Section.

5.1.1 Dallas Branch Guidelines of Operation. The Board of Directors shall be responsible for adopting and maintaining the Dallas Branch Guidelines of Operation and other governing documents. The Dallas Branch Guidelines of Operation shall include specific duties of the officers, and working policies and procedures that are deemed essential to the efficiency, consistency and continuity of the operation of the Dallas Branch. The Guidelines of Operation may be amended at any properly constituted meeting of the Board of Directors, by a simple majority vote.

5.2 Budget. The Dallas Branch activities shall be based on a budget proposed by the Dallas Branch Board of Directors. The budget shall be adopted by the Board of Directors prior to the second quarter of the fiscal year.

5.3 Duties of the Board of Directors. Duties of the Board of Directors shall include management of the Dallas Branch, overseeing the various activities within the Branch, and communicating with the Texas Section.

5.4 Duties of the Officers. The duties of the officers shall be as described in the current edition of the Dallas Branch Guidelines of Operation.

5.5 Fiscal and Operating Year. The fiscal and operating year of the Dallas Branch shall be from October 1 through September 30.

5.6 Annual Report. The Board of Directors shall oversee the preparation of the Dallas Branch Annual Report, which shall be submitted to the Texas Section in accordance with published requirements.

ARTICLE 6: Officers and Directors

6.1 Officers. The officers of the Dallas Branch shall be as follows:

A. President
B. President-Elect
C. Vice-President
D. Immediate Past-President
E. Secretary
F. Treasurer
G. Branch Director
H. Technical Director
I. Texas Section Director

6.1.1 Branch Director. The Branch Director shall be a Younger Member (35 years of age or less) as defined by the Society, at the time of their election.

6.2 Board of Directors. The Board of Directors shall consist of the officers listed above, and the Chairs of Standing Branch Committees and Subsidiary Organizations. Subsidiary Organizations include the Technical Groups, the Golf Tournament Committee formed every other year, and Regional or Milestone Meeting Committees.

6.3 Terms. All officers' terms, except that of the Texas Section Director and the Treasurer shall begin at the close of the Branch Annual Meeting, and shall continue until their successors are elected and assume the offices.

6.3.1 Term of the President, President-Elect and Vice-President. The term of office for the President shall be one (1) year. The President-Elect shall succeed to the office of President, and the Vice-President shall succeed to the office of President-Elect at the close of the Branch Annual Meeting without further nomination or election, providing the President-Elect and Vice-President are willing and able to serve for the successive term.

6.3.2 Term of the Section Director. The term of office for the Texas Section Director from the Dallas Branch shall be two (2) years, which term shall begin at the close of the Texas Section-ASCE Annual Meeting in odd-numbered years.

6.3.3 Term of the Treasurer. The term of office for the Treasurer shall be two (2) years, which term shall begin at the close of the Branch's Annual Meeting in even-numbered years.

6.3.4 Term of the Immediate Past-President, Secretary, Branch Director and Technical Director. The term of office for the Past-President, Secretary, Branch Director and Technical Director shall be for one (1) year.

6.4 Vacancies. A vacancy in the office of President shall be filled by the President-Elect. A vacancy in the office of President-Elect shall be filled by the Vice-President. Other vacancies shall be filled for the unexpired term by appointment by the Dallas Branch Board of Directors.

ARTICLE 7: Elections

7.1 Nominating Committee. The Nominating Committee shall choose one (1) or more candidates for election to each office, except the office of President and President-Elect as outlined above, and obtain the consent of each nominee to serve if elected.

In addition, other Subscribing Members of the Branch may nominate candidates by submitting a written petition containing at least three (3) signatures of Subscribing Members. The Nominating Committee shall set the date by which nominations must be received.

7.2 Slate of Nominees. The list of nominees and petition nominees, as reported by the Nominating Committee, shall be read aloud at the August meeting of the Dallas Branch. Other nominations may be taken from the floor at that meeting as well. The slate shall be closed at the August meeting, and the final slate of nominees shall also be posted on the Dallas Branch website at least twenty (20) days prior to the September meeting of the Branch.

7.3 Elections. The election of the officers shall be conducted at the September meeting of the Dallas Branch. The candidate for each office receiving the highest number of votes cast by Subscribing Members present and voting shall be declared elected. Votes may be obtained by oral count, hand count or by written ballot.

ARTICLE 8: Meetings

8.1 Membership Meetings.

8.1.1 Annual Branch Meeting. The Annual Meeting of the Dallas Branch shall be in the month of October for the purpose of installing the newly elected officers.

8.1.2 Regular Branch Meetings. The regular meeting date of the Dallas Branch shall be the first Monday of each month, with adjustments to accommodate joint meetings with other groups, or to avoid conflicts with holidays or other special events at the President's discretion.

8.1.3 Other Meetings. Other meetings can be called at the discretion of the President, the Board of Directors, or upon the written request of at least ten (10) Subscribing Members.

8.1.4 Meeting Notice. Notice of the date and time for Branch meetings shall be given to Subscribing Members at least 10 calendar days prior to each respective meeting. The schedule of meetings for the entire fiscal year shall be posted and made available to Subscribing Members at the beginning of each fiscal year as well.

8.1.5 Quorum at Branch Meetings. At all meetings where business is transacted, fifty (50) Subscribing Members shall constitute a quorum.

8.2 Board of Directors Meetings.

8.2.1 Board Meetings. The Board of Directors shall normally meet on the same date as, and immediately preceding the Dallas Branch regular monthly meeting. Additional meetings may be called at the discretion of the President for special circumstances.

8.2.2 Quorum. A majority of the officers of the Board of Directors shall constitute a quorum in order to conduct business at any meeting of the Board of Directors.

8.3 Parliamentary Authority. All business meetings of the Dallas Branch and subsidiary organizations and meetings of the Board of Directors shall be governed by Robert’s Rules of Order, Newly Revised, except where these rules are not applicable or are inconsistent with the Bylaws of the Dallas Branch, Texas Section Constitution and Bylaws, or the Society’s governing documents.

ARTICLE 9: Subsidiary Organizations and Committees

9.1 Subsidiary Organizations. Subsidiary organizations may be formed within the Dallas Branch, consistent with the purposes of the Texas Section and Dallas Branch, and in accordance with the provisions of these Bylaws. A Subsidiary Organization is one that requires operational autonomy from the Branch, and operates under a separate budget and financial structure. Subsidiary organizations may be, but are not limited to, Younger Member Forums/Groups, Special Conference or Historic Event Recognition Groups, and Local Institute Chapters.

9.1.1. Formation. Formation of Subsidiary Organizations shall be subject to the approval of the Dallas Branch Board of Directors, the Texas Section Board of Direction, and such other requirements as may be established by the Society. Bylaws of Subsidiary Organizations shall be approved by the Dallas Branch Board of Directors and Texas Section Boards of Direction before becoming effective.

9.1.2. Process for Formation. Subsidiary Organizations of the Dallas Branch may be created. Procedures for creating a Subsidiary Organization shall be as follows:

9.1.2.1 A Subsidiary Organization shall be proposed by submission of a written proposal to the Dallas Branch Board of Directors with the name, objectives, officers, and brief comments on how the Subsidiary Organization will be of advantage to members in the Branch.

9.1.2.2 Following approval of the Dallas Branch Board of Directors, the proposal shall be forwarded to the Texas Section Board of Direction for their review and approval.

9.1.2.3 Following the approval of the Texas Section Board of Direction, those proposing a Subsidiary Organization shall prepare and submit Bylaws to the Dallas Branch Board for the operation of the organization.

9.1.2.4 Approval of the Subsidiary Organization Bylaws by the Dallas Branch Board of Directors and the Texas Section Board of Direction shall be obtained to activate the Subsidiary Group.

9.1.3 Budget. Each Subsidiary Organization shall submit an annual budget and financial statement to the Dallas Branch Board of Directors for approval.

9.1.4 Annual Report. Each Subsidiary Organization President or Chair shall submit an annual written report to the Branch Board of Directors on the activities and programs of the organization. This Annual Report, including a financial statement, shall be suitable for incorporation into the Dallas Branch’s Annual Report to the Texas Section.

9.1.5 Level of Activity. Each Subsidiary Organization shall hold a minimum of two events or meetings per year, including an organizational meeting and a budget meeting. Any Subsidiary Organization that does not maintain the minimum activity level for two (2) successive years, or does not have Subscribing Members on its rolls for two (2) successive years, shall be automatically disbanded. The Dallas Branch shall assume assets of a disbanded Subsidiary Organization.

9.2 Committees. There are two types of committees associated with the Dallas Branch, Standing Committees and Ad Hoc Committees.

9.2.1 Standing Committees. Standing Committees shall be those concerned with matters of continuing interest to the Dallas Branch and the Texas Section. Standing Committees continue to function each year. The following are the Dallas Branch Standing Committees and the function of each committee:

 

9.2.1.1 Nominating Committee. The Nominating Committee shall be responsible for recommending Dallas Branch members to the Board of Directors for nomination to serve as Dallas Branch and Texas Section officers. The Nominating Committee shall comprise at least three (3) members consisting of the Immediate Past-President as chair, the President-Elect and at least one other Subscribing Member of the Dallas Branch, selected by the chair.

9.2.1.2 Membership Committee. The Membership Committee shall be responsible for promoting membership in the American Society of Civil Engineers, the Texas Section and the Dallas Branch. The Chair shall serve as a member of the Membership Committee of the Texas Section.

9.2.1.3 Younger Member Committee. The Younger Member Committee shall promote the participation and development of younger members (up to 35 years of age) of the Branch in activities endorsed by the Branch.

9.2.1.4 Program Committee. The Program Committee is responsible for selecting and coordinating the speaker and program for all Branch meetings. This includes preparing the meeting announcement for the newsletter, website and e-mail communications.

9.2.1.5 Education Committee. The Education Committee shall be responsible for organizing and promoting the education-related goals of the Branch, as well as increasing public awareness about ASCE at the local, state and national level.

9.2.1.6 History and Heritage Committee. The History and Heritage Committee shall endeavor to collect and preserve items of historical interest, identify potential “Landmark Documents or Events”, and maintain a written history of the Dallas Branch. The Chair shall serve as liaison with the History and Heritage Committee of the Texas Section.

9.2.1.7 Branch Communications Committee. The Branch Communications Committee shall be responsible for collecting, editing and updating the electronic newsletter (e-Newsletter), as well as the information posted on the Branch Website. The Newsletter Editor and the Branch Website Administrator shall lead this committee.

9.2.1.8 Scholarship Committee. The Scholarship Committee shall be responsible for advertising the existence of the Branch Scholarship Fund to members and local area high schools to encourage local scholarship applicants, and for selecting the scholarship recipients from the applications received. The Scholarship shall be named G.B. Mann Scholarship.

The Scholarship Committee will also be responsible to oversee and coordinate activities involving the ASCE Dallas Branch Civil Engineering Scholarship Endowment Fund established with the University of Texas of Arlington under the Maverick Match Program in May of 2010.

9.2.1.9 Honors Committee. The Honors Committee shall recommend Dallas Branch members and groups within the organization to the Board of Directors for local, state, regional and national awards and honors, including recommendations for Outstanding Engineering Achievement awards. The committee shall be responsible to oversee the preparation of applications, documentation and publication of chosen awards and honors.

9.2.1.10 Hospitality Committee. The Hospitality Committee shall be responsible for preparing a list of the names of those individuals who register for the Regular Monthly and/or Special Meetings of the Branch, and then preparing nametags for those attendees. The committee shall assign members to welcome and provide assistance to the attendees on an as-needed basis for each meeting.

9.2.1.11 Public Relations & Outreach Committee. The Public Relations and Outreach Committee shall promote and support outreach activities to the community to further the interests of the Dallas Branch and ASCE. The committee shall also be responsible to interact with the news media for special Branch functions or announcements, and for coordinating Branch activities with elected officials.

9.2.1.12 Golf Committee. The Golf Tournament Committee shall be composed primarily of members or appointees assigned by the Younger Member Committee The committee’s primary function is to organize and publicize the annual Joint Dallas Branch/Fort Worth Branch Golf Tournament on the odd years only, including collection of fees and payment of expenses associated with the tournament. The Fort Worth Branch sponsors the same golf tournament on the even years.

9.2.1.13 Terms of Standing Committee Members. The members of committees shall be appointed by the Dallas Branch President at the beginning of the Branch President’s term, and shall serve through the end of the operating year.

 

9.2.2 Ad Hoc Committees. The Branch President may appoint Ad Hoc Committees as deemed necessary. Ad Hoc Committees shall be used for the execution of a special purpose or a specific task not included within the duties of the Standing Committees. These committees shall function until the task is completed and the Board of Directors discharges the Committee. Examples of Ad Hoc Committees formed periodically by the Dallas Branch are Regional Meeting or Milestone Committees. The functions and duties of Ad Hoc Committees are as set forth in the Branch Guidelines of Operation.

9.2.3 Technical Groups and Institute Chapters. Technical Groups may be established by the Branch to provide technical education to the members of the Dallas Branch. The Board of Directors is responsible to oversee the operations of the Technical Groups, as listed and described in the Branch Guidelines.

 

9.2.3.1 The Technical Director appoints the Technical Group Chairs at the beginning of the operating year, for a term of one year. The Technical Director shall also be responsible to schedule and coordinate the activities of the Technical Groups.

9.2.3.2 Technical Institute Chapter. Those proposing an official Institute Chapter affiliated with the ASCE Institutes shall also contact the appropriate Society Institute for approval, and shall comply with the Institute rules for creating a Chapter.

 

9.2.3.2.1 Formation. Formation of Technical Institutes shall be subject to the approval of the Dallas Branch Board of Directors. A Technical Institute shall be proposed by submission of a written proposal, signed by at least five (5) Subscribing Members, to the Dallas Branch Board of Directors with the name, objectives, officers, and brief comments on how the Institute will be of advantage to members in the Branch.

9.2.3.2.2 Budget. Each Technical Institute shall submit an annual operating budget to the Dallas Branch Board of Directors for approval. Once approved, this amount will then be reflected as a line item in the overall fiscal year budget for the Dallas Branch.

9.2.3.2.3 Annual Report. Each Institute Chair shall submit an annual written report to the Branch Board of Directors on the activities and programs of the organization. This Annual Report, including a financial statement, shall be suitable for incorporation into the Dallas Branch’s Annual Report to the Texas Section.

9.2.3.2.4 Level of Activity. Each Institute shall hold a minimum of two events, technical seminars, or meetings per year. Any Subsidiary Organization that does not maintain the minimum activity level for two (2) successive years, shall be automatically disbanded. Assets of a disbanded Subsidiary Organization shall be assumed by the Dallas Branch.

 

9.2.4 Other Appointed Positions. The Dallas Branch shall have these additional positions: Mailing List & Database Administrator, Student Chapter Appointees, Financial Auditor, and Tax Preparation. Other positions may also be added upon appointment by the President and the majority approval of the Board of Directors. The terms for these positions shall be for one (1) year, and for which the duties and functions shall be as described in the Branch's Guidelines of Operation, so long as these duties and functions are approved by the majority approval of the Board of Directors.

 

ARTICLE 10: Administrative and Financial Provisions

10.1 Financial Reserves. It is the policy of the Board of Directors that financial reserves, exclusive of dedicated funds, be maintained to provide at least one-half (½) of the current fiscal year’s budgeted operating expenses, but no less than one-quarter (¼) of the current fiscal year’s budgeted operating expenses, or as allowed by current state and federal law in order to maintain the organization’s status as a 501(c)(3) tax-exempt organization. Exceptions to this policy must be authorized by the Board of Directors. When two (2) year projections indicate that the reserves will fall below the limits specified, a Finance Committee, chaired by a Past-President of the Branch, will develop a program of remedial actions for recommendation to the Board of Directors.

10.2 Proper Use of Branch Resources. No part of the net earnings of the Dallas Branch shall inure to the benefit of, or be distributable to its Directors, Officers, or any other private persons, except that the Dallas Branch shall be authorized and empowered to pay reasonable reimbursements, payments or compensation for services rendered in furtherance of the purposes set forth above, and those expenses outlined in the budget, as approved by the Board of Directors.

10.3 Limitations on Political Activity. No substantial part of the activities of the Dallas Branch shall be carrying on propaganda or otherwise attempting to influence legislation, and the Dallas Branch shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. The Dallas Branch shall not carry on any activities prohibited by the provisions of the Society’s governing documents.

10.4 Conflict of Interest. A Conflict of Interest shall be defined as any activity, transaction, relationship, service, or consideration which is, or appears to be, contrary to the best interest of the Branch, Section, or the Society, or in which the interests of an individual or another organization has the potential to be placed above those of the Branch, Section or the Society. Any interested individual must disclose the existence of any actual or possible conflict of interest and all material facts to the Branch entity considering the proposed transaction. Action to address the conflict shall be taken by either the interested individual or the Branch entity.

10.5 Distribution of Branch Assets. Upon dissolution of the Branch, the assets remaining after the payment of the debts of the Branch shall be distributed to such organization or organizations organized and operated exclusively for charitable, educational, literary, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine, and in the absence of such designation they shall be conveyed to the Texas Section-ASCE.

ARTICLE 11: Amendments

11.1 Process. These Bylaws may be amended only by the following procedure:

11.1.1 Proposal. An amendment to these Bylaws may be proposed by any member of the Board of Directors, or by a written petition submitted to the Dallas Branch Secretary, containing the text of the amendment, signed by not less than ten (10) Subscribing Members of the Branch.

11.1.2 Approval. The proposed amendment(s) to the Bylaws shall be approved by not less than a majority of the Dallas Branch Board of Directors and submitted to the Texas Section Board of Direction for review and approval.

11.1.3 Notice of Adoption. Upon approval by the Texas Section Board of Direction, the proposed amendment(s) to the Bylaws may be adopted by a two-thirds (2/3) vote of the Dallas Branch Board of Directors present at a duly constituted Board meeting, where a quorum is in attendance, provided that a written notice containing the text of the proposed amendment(s) is published to the Dallas Branch membership at least thirty (30) days in advance of the meeting.