IBP BylawsARTICLE I: GENERAL PROVISIONS Section A - Name: The name of this District of Columbia not-for-profit corporation is the Institute of Brownfield Professionals, Inc. (hereinafter called the “Institute”). Section B - Purpose: The purposes of the Institute, as set forth in its Articles of Incorporation, are to “provide an association of professionals having a common interest in brownfield development and professionalism; provide a forum for discussion of professional, business, regulatory, and technical issues; provide education and training to advance member knowledge and certify members’ technical accomplishments; provide guidance with regard to regulatory issues; provide accurate information about member services to the general public; and pursue any related legal purpose not inconsistent with these Articles of Incorporation.” Section C - Powers: The Institute may exercise all powers granted to it as a corporation organized under the not-for-profit corporation laws of the District of Columbia as they may exist from time to time, and all powers set forth in said laws or incidental to the powers set forth in those laws, and not forbidden by any law or regulation of any governmental agency or by its charter. Section D - Not for Profit: The earnings or assets of the Institute shall not accrue to the benefit of any member, nor shall the Institute be primarily engaged in performing any particular service for any particular person or business entity, except that the Institute shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. Section E – Political Involvement: No substantial part of the activities of the Institute shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Institute shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. Section F – Financial Affairs: The Institute’s Board of Directors is responsible for the Institute’s financial affairs, and shall, prior to the start of each fiscal year, adopt a budget based on estimated income and expenses. No member, officer, director, committee, employee, agent, or representative of the Institute shall have any right, authority, or power to expend money of the Institute, to incur liability on its behalf, or to make any commitment that will or may be deemed to bind or involve the Institute in any expense or financial liability, unless such expenditure, liability, or commitment has been authorized by the Board of Directors. Section G – Fiscal Year: The Institute’s fiscal year shall be from January 1 to December 31. Section H – Corporate Communication: No member, committee, or other person or organizational entity shall speak for the Institute unless authorized by the Board of Directors, and no actions of such persons or organizational entities shall contravene any act, policy, or purpose of the Institute. Section I – Official Institute Notification to Members: Corporate notices shall be published in the Institute’s newsletter or posted on its website. Once published or posted, the matter will be deemed to have been brought to the attention of all Institute members.
ARTICLE II: MEMBERSHIP
Section A – Membership Grades and Qualifications: Membership shall comprise voting and nonvoting members, as follows.
1. Voting Members.Voting members shall have the right to vote in all matters calling for a vote, such as the election of officers and directors, and shall be eligible for election to the Institute’s Board of Directors. The categories of Voting Members are:
2. Nonvoting Members. All other grades of membership shall not vote in matters affecting the Institute at large, but they may serve on committees and vote in matters concerning a committee. Nonvoting members include:
a. Student Member. To be eligible for the grade of Student Member, an individual shall be enrolled in an accredited institution of higher education.
b. Affiliate Member.To be eligible for the grade of Affiliate Member, an individual shall have an interest in brownfield remediation that does not involve the sales of services and/or products and that does not qualify the individual for associate membership.
c. Honorary Member.To be eligible, an individual shall have attained acknowledged eminence in brownfield professional activity or in the arts and sciences related thereto. The total number of Honorary Members elected in any year shall not exceed one for every two-hundred fifty (250) Institute members. Members of the Board of Directors shall be ineligible for election to honorary membership during their terms of active membership on the Board of Directors, because election of Honorary Members shall be by vote of the Board of Directors. Past Presidents of the Institute are not eligible for Honorary Member status.
d. Associate Member.To be eligible for the grade of Associate Member, an individual or organization shall be a vendor of a product or service used or specified by professionals or others in the process of brownfield remediation and revitalization.
Section B – Application for Membership: Application for membership in the Institute shall be made in such manner as the Institute’s Board of Directors may direct. Application and member information shall not be released unless authorized by the Board of Directors or required by law.
Section C - Acceptance of Bylaws: By applying for and being granted membership in the Institute, an individual or organization accepts all provisions of these Bylaws and waives any and all legal recourse against the Institute, its officers, directors, members, and staff for actions resulting from application of such provisions.
Section D – Dues and Fees: The Board of Directors shall establish a schedule of dues for the individual grades of membership as well as entrance and other fees.
Section E - Separation from Membership: Membership shall be terminated by:
1. Death of the Member.
2. Member Nonpayment of Dues. Membership shall automatically terminate once an Institute member’s dues become four months in arrears. Members continue to be obligated to pay the amount in arrears after termination.
3. Member Resignation. A member’s resignation shall be in writing and shall be effective on the day of receipt by the Institute’s Secretary/Treasurer. Resignation does not entitle a member to a refund of any dues or fees previously paid, nor does it relieve a member of any obligation to pay dues and fees theretofore accrued and unpaid.
4. Expulsion of Member. Members may be expelled as disciplinary action.
Section F – Reinstatement to Membership: Former members of the Institute may be reinstated to the grade for which they are qualified, in the manner prescribed by the Board of Directors. Members separated by expulsion or a resignation triggered by a disciplinary action must be reinstated to Institute membership with at least seventy-five percent (75%) vote of the Board of Directors.
ARTICLE III: CODE OF ETHICS AND ITS ENFORCEMENT
All voting members shall become familiar and comply with the Institute’s Code of Ethics. The Code of Ethics and methods of enforcement are included in a document titled Institute of Brownfield Professionals Code of Ethics that is updated from time to time by the Board of Directors.
ARTICLE IV: MEMBERSHIP MEETINGS
Section A - Meetings: Members of the Institute shall convene at least one business meeting a year, termed the Annual Meeting, at a date and time determined by the Board of Directors. The Institute may convene more than one business meeting a year, depending upon the needs of the membership. Except in cases as otherwise prescribed by these Bylaws, a meeting notice shall be sent to the last known address of each member at least thirty (30) calendar days prior to any meeting.
Section B – Quorum: A quorum shall be fifty (50) Voting Members voting in person or by proxy.
Section C - Special Meetings: The Board of Directors may call a Special Meeting of the Institute upon receipt of a written petition, signed by at least twenty (20) percent of the Voting Members, that proposes no more than two (2) business items for the special meeting. Notice of the meeting will be published at least thirty (30) calendar days before the meeting, or mailed (by post, by facsimile, or electronically) to the last known address of each Voting Member at and require that only the business stipulated in the notice shall be considered.
Section D – Cancellation or Postponement of Meetings: The Board of Directors may postpone and reschedule, or cancel, any Annual or Special Membership Meeting for good cause. If a meeting is cancelled, elections and other business matters must be conducted in the manner prescribed by the Board of Directors.
ARTICLE V: GOVERNANCE
Section A – Board of Director Qualifications: Three (3) Officers and no fewer than four nor more than eight Directors-at-Large shall comprise the Institute’s Board of Directors. Candidates for the Institute’s Board of Directors shall be Voting Members who have earned a Registered Brownfield Professional certification (except during the Institute’s first five years of existence). The President-Elect must also have served as a Director-at-Large for at least one (1) term prior to election to the President-Elect position.
Section B – Terms of Directors and Officers: All director and officer terms shall begin at the close of the Annual Meeting and shall continue until a successor is installed at the next Annual Meeting. Directors-at-Large and the Secretary/Treasurer can be elected to the Board for up to three (3) consecutive annual terms. The President serves a one- (1-) year term and is ineligible for re-election to any other Board position. The President-Elect serves a one- (1-) term and then automatically succeeds to the office of President.
Section C – Board of Director Duties: The Board of Directors shall have overall management responsibility for the Institute and may exercise all rights not restricted by these Bylaws or other governing instruments or by law.
Section D – Board Meetings: The Board of Directors shall meet no fewer than four (4) times each year. One of these meetings shall be held at the time of the Annual Meeting. A Board meeting notice shall be sent to each Board member at least seven (7) calendar days before each meeting. Each Director is required to participate in duly authorized meetings, either in person or by means of a conference telephone or other technology that allows simultaneous discussion and interaction.
Section E – Special Board Meetings: Special meetings of the Board of Directors may be held as determined by the Board of Directors. At least fourteen (14) calendar days’ advance notice of any such special meeting shall be given by the Secretary/Treasurer to members of the Board of Directors. Notice of a special meeting shall state the purpose of the proposed meeting. No business other than that stipulated in the notice shall be considered at any such special meeting.
Section F – Quorum and Voting: A majority of the members of the Board of Directors shall constitute a quorum at any meeting. Voting rights of Board members shall not be delegated to another or exercised by proxy.
Section G – Rules and Order: The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Institute in all cases to which they are applicable and in which they are not inconsistent with the laws of the District of Columbia in which the Institute is incorporated or with the Institute’s adopted Bylaws or other governing instruments.
Section H – Conflict of Interest: Board members must disclose the existence of any actual or possible Conflict of Interest and all material facts, and must resolve any conflict in the manner prescribed by the Board of Directors. A Conflict of Interest shall be defined as any activity, transaction, relationship, service, or consideration which is, or appears to be, or could be construed to be contrary to the best interests of the Institute, or in which the interests of an individual or another organization has the potential to be placed above those of the Institute.
Section I – Corporate Officers: The elected officers of the Institute shall be a President, President-Elect, and Secretary/Treasurer. The Officers of the Institute shall perform all duties required by law and the Institute's governing documents, duties incident to the office, or other duties as assigned.
1. President Duties. The President shall set annual goals and objectives for the Institute; appoint committee chairs for Institute committees; preside at membership meetings; chair the Board of Directors and its Executive Committee; provide, or appoint a delegate to provide, an alternative signatory for checks drawn against Institute funds; serve as an ex officio member of all committees except the Executive Committee, and prepare prior to or immediately following the close of a term in office an annual report which shall include a summary of activities of the Institute during the President's term in office, including financial matters, changes in membership, summary of committee activities, and other matters which the President deems relevant.
2. President-Elect Duties. The President-Elect shall act in place of the President when the President is not available; serve as the vice-chair of the Board of Directors and its Executive Committee; perform any duties assigned by the President or the Board of Directors; and prepare to assume the duties of the Presidency the following year.
3. Secretary/Treasurer Duties. The Secretary/Treasurer shall serve as the parliamentarian; administer the election process; distribute appropriate notices to the Board of Directors and the general membership; record, transcribe, and distribute minutes of the Board of Directors, Executive Committee, and Annual Meetings; maintain a current list of membership and official administrative records of the Institute, including materials relating to committee activities; maintain financial records of the Institute; monitor the general and trust funds of the Institute; be a signatory for checks drawn upon these funds and disburse funds upon approval of the Board of Directors; bill the membership for dues and other fees and address issues of nonpayment; oversee all investment transactions; address any financial issue that has the potential to affect the Institute’s financial growth and/or viability; and provide an annual financial report to the Board of Directors.
Section J – Relinquishment of Position and Vacancies: Board of Director service shall be terminated by:
1. Death.Death of the Board member.
2. Suspension or Termination. Suspension of a Board member’s Institute membership may necessitate, in the Board’s discretion, relinquishment of the member’s position on the Board of Directors. Termination of a Board member’s Institute membership automatically terminates his or her service to the Institute’s Board of Directors.
3. Resignation. A Board member’s resignation from the Institute’s Board of Directors. If the Board deems it to be in the Institute’s best interest, the resigned member can assist the Board while filling the vacancy or easing the transition for a newly appointed member to the Board of Directors.
4. Inability to Perform.Absence from three (3) consecutive meetings, unless the Board finds special circumstances to exist. The Board can also declare the position to be vacant because the elected person will not or cannot perform the assigned duties. Such declaration of vacancy shall be made and approved by a three-fourths (3/4) vote of the remaining Board members and a majority vote of Institute members present or voting by proxy at a regular or special meeting.
Section K – Filling Vacancies
1. Director-at-Large. Director-at-Large vacancies shall be filled by Board appointment, if the Board feels that such vacancy will be detrimental to its functioning. If the Board feels it unnecessary to fill a vacated directorship, the duties associated with the vacated directorship shall be reassigned by the Board to one or more of the remaining Directors.
2. President. Presidential vacancy shall be automatically filled by the President-Elect, who shall serve as President for the balance of the unexpired term and the subsequent year for which he or she was elected to resume the Presidency. The resulting vacancy in the President-Elect position will remain unfilled until the elections at the next Annual Meeting.
3. President-Elect.Unless the vacancy is created by the President-Elect succeeding to the position of President mid-term, the position shall remain vacant and both a President and President-Elect shall be elected at the next Annual Meeting, which, if the timing so requires, could be recessed, reconvened for the purpose of electing a new President and/or President-Elect, then adjourned.
4. Secretary/Treasurer.The Board will appoint a Director-at-Large qualified person to fill a vacant Secretary/Treasurer position for the unexpired portion of the Secretary/Treasurer’s term.
Section L – Compensation: Institute Officers and Directors-at-Large shall be volunteers who perform services on behalf of the Institute without compensation for services rendered. They may be reimbursed for expenses incurred during service to the Institute.
Section M – Overrule: Any decision of the Board of Directors may be reversed upon vote of at least three-fourths (3/4) of the members of the Institute voting in person or by proxy at an Annual or special meeting.
ARTICLE VI: NOMINATIONS AND ELECTIONS
Section A – Nominees: Officers and Directors-at-Large shall be nominated by the Nominating Committee, by nominations submitted independently to the Secretary/Treasurer before each Annual Meeting, or by Voting Members from the floor at the Annual Meeting, except the President-Elect automatically succeeds to the position of President. Persons nominated must be present at the Annual Meeting to accept the nomination or must have agreed to that nomination in writing prior to the Annual Meeting.
Section B – Nominating Committee:The Nominating Committee shall comprise no more than five individuals. It shall be chaired by the President of the Institute; the President-Elect shall serve as the Vice Chair. In the first year, ASFE, Inc. will appoint to the Committee three individuals who would be qualified for the Registered Brownfield Professional certification and who do not serve on the Institute’s Board of Directors. In the second year and subsequent years, the Immediate Past President will serve on the Committee and ASFE, Inc. will appoint to the Committee two individuals who are Registered Brownfield Professionals and who do not serve on the Institute’s Board of Directors.
Section C – Slate, Proxy, and Notice: The Nominating Committee’s slate and proxy voting forms shall be distributed to voting members no less than sixty (60) calendar days before the Annual Meeting. Proxy voting forms shall clearly identify the issue subject to vote and describe the manner and method for casting the vote by proxy. Casting a vote by proxy is limited to members who cannot attend the Annual Meeting or otherwise vote at the Annual Meeting.
Section D – Elections: The nominee receiving a majority of the votes cast shall be declared elected. In the event no candidate receives the majority vote, the two nominees receiving the greater number of votes shall be again voted upon.
ARTICLE VII: COMMITTEES
Section A – Types of Institute Committees: Institute membership committees shall be organized as standing or task committees, either of which may form constituent committees to aid in the accomplishment of its charge.
1. Standing Committees. Standing committees shall be constituted to perform a continuing function and shall comprise at least the Executive Committee, Membership Committee, Professional Practice Committee, and Program Committee.
2. Task Committees.Task committees shall be organized and charged as needs arise to carry out a specified task and shall be discharged automatically upon presentation of a final report to the Board of Directors or membership, as prescribed by the Board of Directors.
Section B – Composition: With the exception of the Executive Committee, the Institute’s President shall appoint each committee chairperson and vice chair with the advice and consent of the Board of Directors. The committee chair shall appoint members with the advice and consent of the vice chair and the President.
1. Executive Committee. The Executive Committee shall act for the Board of Directors between meetings of the Board of Directors, and its decisions shall stand as Board of Directors decisions until adopted or rejected by the Board of Directors at its next regular or special meeting. The Executive Committee shall consistently comprise the three (3) Institute Officers and, at any meeting of the Committee, it shall also comprise any Directors-at-Large who participate.
Section C – Meetings: Meetings shall be held at such times and places as the chair determines necessary. Such meetings can occur via conference call or using similar technology.
Section D – Minutes and Reports:The chair of each committee is empowered to appoint a recording secretary of the committee who shall be responsible for recording, transcribing, and distributing committee meeting minutes to the chair and members of the committee and others designated by the President, Board of Directors, or committee chair.
Section E – Authority: Committees shall pursue only those objectives approved by the Board. No committee chair or member shall commit the Institute’s name or resources or speak on behalf of the Institute unless specifically so authorized by the President or Board of Directors.
Section F – Relinquishment of Position and Vacancies: Committee members serve at the pleasure of the President. The President may, at any time, remove a committee member from office. If the person removed was the chair of the committee, appointing a replacement will be at the sole discretion of the President.
ARTICLE VIII: INDEMNIFICATION
If an Officer, Director-at-Large, committee member, employee, agent, or volunteer (including heirs, executors, administrators or the estate of such person) acting on behalf of the Institute is made a party to any civil or criminal action or proceeding in any matter arising from that party’s proper performance of that party’s duly authorized duties, then, to the full extent permitted by the District of Columbia Not-for-Profit Corporation Law or any successor provisions, the Institute, upon affirmative vote of the Board of Directors, a quorum of the members of the Board of Directors being present at the time of the vote who are not parties to the action or proceeding, may indemnify such party for judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred, in connection with the action or proceeding, or appeal therein.
The right accruing to any party under the foregoing provision shall not exclude any other right to which the individual may be lawfully entitled, nor shall anything herein contained restrict the right of the Institute to indemnify, reimburse, such person in any proper case to the extent permitted by law even though not specifically herein provided for. The Institute, its Officers, committee members, employees, and agents shall be fully protected in taking any action or making any payment under this article or in refusing to do so in reliance upon advice of legal counsel to the Institute.
ARTICLE IX: AMENDMENTS
The text of any proposed amendment and a discussion of its purpose shall be distributed in writing to all Voting Members firms no later than twenty-one (21) calendar days prior to a regular or special meeting. The proposed amendment shall be discussed at that meeting and, subsequent to it, the Board of Directors shall prepare an accurate, impartial summary of discussion. This summary shall be distributed to Voting Members no more than sixty (60) calendar days from the meeting at which the proposed amendment was discussed. Voting on the proposed amendment shall be concluded sixty (60) calendar days from the date the summary and mail ballot are posted to the Voting Members. Decisions shall be made by majority vote. A proposed amendment that is approved shall go into effect on the day of such approval, unless delayed implementation is specified within the text of the amendment itself.
ARTICLE X: DISSOLUTION
Upon the dissolution of the Institute, the Board of Directors shall, after paying or making provision for the payment of all of the corporate obligations and liabilities of the Institute, dispose of all of the assets. No assets or funds shall inure, or be distributed, to the members of the Institute. Any remaining corporate assets or funds shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations chosen by the Board of Directors.
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