SOCIETY OF EXPLOSIVES ENGINEERS CONNECTICUT VALLEY CHAPTER

CONSTITUTION AND BYLAWS

Adopted 1/3/89

1. NAME AND DEFINITION

1. The name of this organization is the Society of Explosives Engineers, Connecticut Valley Chapter.

2. Explosives engineering is defined as that area of engineering practice where judgment and experience are utilized in the application of scientific principles and techniques as if pertains to construction, quarrying, mining, demolition, geophysical prospecting, vibration control, drilling and blasting, and the use and handling of explosives in general.

3. Promote the use of uniform local regulations. Consistent with state regulations and approved by the cognizant state regulatory branch of government.

4. Develop a form administered by local fire marshals to receive complaints.

5. Utilize the services of an attorney to review governmental regulations and emerging state legislation pertinent to the use of explosives in the chapter area.

6. Provide educational assistance and reference material to fire marshals.

7. Provide assistance to architects and engineers on the use of explosives relative to design, construction and specifications of rock.

8. Compile and keep current a roster of persons licensed to use explosives in the chapter area.

9. Maintain a scholarship fund that will be administered by the Board of Directors. Criteria for awarding a scholarship will be approved by the membership.

10. To provide a body of specialists composed of all segments of the explosive industry, readily available to give services in the maters, which affect the manufacture, transportation, storage and use of explosives and related equipment.

11. To promote the National Organization of the Society of Explosives Engineers and to adhere to its Constitution and Bylaws.

2. MEMBERSHIP

1. The membership shall consist of Members, Associate Members, Student Members, Emeritus Members, and Life Members.

2. Admission to membership shall be upon approval of application duly made, and in accordance with procedures established by the Board of Directors (Board) and embodied in the Bylaws.

3. An Eligible Member shall be any individual who is presently engaged in or has been engaged in explosives engineering as defined in Article I. and Section 2. Any member in good standing has the privilege of holding elective office, voting for Officers and Director and voting on changes to the Constitution and Bylaws.

4. An Associate Member shall be an individual who is interested in explosives engineering, but who is not otherwise qualified to be a Member, An Associate Member has all the privileges and prerogatives of a Member except that they cannot hold elective office or vote on changes to the Constitution an Bylaws.

5. A Student Member shall be a science or engineering student regularly enrolled in a college or university, A Student Member has no voting privileges and cannot hold elective office.

6. Life Membership may be granted by the Board upon recommendation of the Awards Committee.

7. All applications for Chapter and National membership shall be accompanied by remittance of the annual dues, and shall be forwarded to the Treasurer of this Chapter who, upon approval of the Board of Directors of this Chapter, Shall then forward both to the President or Executive Director of the Society of Explosives Engineers Inc., (the Society) for submission to the Society’s Admissions Committee, A Chapter Member shall become a National member one year after membership in the Chapter.

8. Members who fail to pay their dues within sixty (60) days after statements are rendered are automatically transferred to inactive status and lose all rights and privileges of membership.

9. A Member whose membership has lapsed because of non-payment of dues may be restored to membership by paying in full annual dues for the years in which his membership lapsed up to two (2) full years, and for the year in which he requests reinstatement.

10. A Member in good standing may resign by submitting his resignation in writing to the President of this Chapter who shall then forward it to the Society’s Executive Director.

11. A Member who has resigned in good standing may be restored to membership by paying dues for the year in which he requests reinstatement.

12. An Associate Member who wishes to apply for the grade of Member must submit an application as provided for in Section 1., but if his current dues are paid; his application need not be accompanied by remittance of dues.

13. A Student Member may retain that status until the end of the calendar year in which he ceased to be a regularly enrolled student, However, if he/she receives a degree in science or engineering he may, at his request, be transferred to Member without the payment of additional dues for that year, If a Request for transfer is not made by the end of the calendar year in which the degree is granted, application must be made as provided for in Section 1.

14. Any member of any grade, who after adequate opportunity of a hearing (within 60 days of notice) before both this Chapter and the Society may be adjudged to have violated the Canons of Ethics for Engineers’ Council for Professional Development or violated the Constitution and Bylaws of the Society or the Article of Organization or Bylaws of this Chapter, or been guilty of conduct prejudicial to the best interests of the Society or this Chapter, may be expelled from this Chapter by a two-thirds vote of the entire Board of Directors of this Chapter and/or may be expelled from the Society by a two-thirds vote of the entire Board of Directors of the Society, Expulsion from the Society results in automatic expulsion form this Chapter. Charges against a Member shall be prepared in writing and filed with the Secretary of this Chapter and/or the Secretary of the Society.

2. OFFICERS AND BOARD OF DIRECTORS

1. The officers of this Chapter shall be a President, Vice-President, Secretary, and Treasurer.

2. The governing body of this Chapter shall be a Board of Directors in which the government and management will represent at a minimum one of the following groups: quarry operations, explosive and associated materials distribution, a licensed blaster, service company, manufacturer, government and special use of explosives, but limited to no more than two directors from one organization consistent with Article V Section 9.

3. The Board shall consist of the President, Vice-President, Secretary, Treasurer, immediate Past President, and ten (10) Directors elected at large from this Chapter will represent one of the following groups: quarry operations, explosive and associated materials distribution, a licensed blaster, service company, manufacturer, government and special use of explosives, but limited to no more than two directors from one organization consistent with Article V Section 9.

4. A quorum of the Board shall consist of seven (7) members.

5. By vote of a majority of the Directors then in office, the Board of Directors may elect from its own number, and Executive Committee to which may be delegated by resolution of the Board the management of the current and ordinary business of the Association any other duties of the Association any other duties of the Board, except those which are required by law, the Articles of Organization or any other provision of these Bylaws to be exercised by the full Board of Directors.

2. ELECTION AND TERMS OF OFFICE

1. The term of office shall be nominally one year for President and Vice-President, nominally two years for the Secretary and the Treasurer and the Directors-at-Large. The exact duration of these terms of office shall be determined by the interval between successive annual meetings.

2. Annually, as the term of office expires, the President will become the Past President, and the Vice-President will becom the President.

3. At the first election following adoption of this provision, seven Director seats will become available, with six filled through elections, and the final seat will be filled by the Past-President.

4. The office of Treasurer and Secretary will open for election in alternating years.

5. All Officers and Directors shall take office at the time of the business meeting following their election.

6. If the office of President becomes vacant, the Vice-President shall become President to fill out the term.

7. Vacancies occurring in the offices of Vice-President, Secretary, or Treasurer, or among the Directors-at-Large, shall be filled by vote of the Board for an unexpired portion of the term.

8. The Officers and Directors shall be chosen by mail ballot at the annual meeting of members or a special meeting held in place thereof, Nominations may be made by Members and Associate Members only.

9. Two Members of any organization or related organizations can be elected to a Board seat for any given term. Only one may be an officer, The Board will resolve any conflicts of this section.

2. DUTIES OF OFFICERS

1. The President is the chief executive officer of this Chapter who shall preside at all business meetings of this Chapter and shall be responsible for administrating the affairs of this Chapter according to the policies and regulations established by the Board of Directors, The President, with the approval of the Board, may appoint temporary committees for special assignments. He shall be an ex officio member of all committees. Standing committees will be Nominations, Education and Government Affairs.

2. The Vice-President shall act for the President whenever the President is unable to perform his duties. Who shall perform such duties as may be required of him by the President or by vote of the members or the Board of Directors.

3. The Secretary shall keep minutes of the meetings of this Chapter and proceedings of the Board of Directors, Shall keep a roll of members, and shall be responsible for all official correspondence of this Chapter, The Secretary shall keep the minutes of the meetings of this Chapter open to the inspection of any Board member at all reasonable times.

4. The Treasurer shall have charge of the funds of this Chapter and shall disburse the same upon the authority of the Board of Directors. The Treasurer shall keep the financial records open to the inspection of any Board member at all reasonable times.

2. DUTIES OF THE BOARD OF DIRECTORS

1. The Board of Directors shall exercise all the powers of this Chapter except as otherwise required by law or by these Bylaws. The Directors as a Board may appoint and remove at pleasure such employees, other than Officers, as they shall see fit, shall have access to the books, recommend Chapter dues, vouchers and funds of the Treasurer, shall fill all vacancies that may occur during the year in any office except as otherwise provide in these Bylaws, and may make for their own government such rules and regulations not inconsistent with these Bylaws as they see fit.

2. Regular meetings of the Board of Directors may be held without call or formal notice at such places and at such times as the Board may vote from time to time determine. A regular meeting of the Board of Directors may be held without call or formal notice immediately after and at the same place as the annual and succeeding business meeting of the Members. Special meetings of the Board of Directors may be held at any time and at any place, when called by the President, the Treasurer or two or more Directors, reasonable notice thereof being given to each Director by the Secretary or in case of death, absence, incapacity or refusal of the secretary, by the Officer or Directors calling the meeting, or without call or formal notice provided all the Directors then in office are present or all the Directors then in office wave notice thereof by a writing which is filed with the records of the meeting. In any case, it shall be deemed sufficient notice to a Director to send notice by mail at least ninety-six (96) hours or by telegram at least forty-eight (48) hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person either by telephone or by handing him a written notice at least forty-eight (48) hours before the meeting. If there is no Officer qualified by these Bylaws to preside at any meeting of the Board of Directors, the Directors shall choose one of their members to preside.

3. At any meeting of the Board of Directors, a quorum for any election or for the consideration of any question shall consist of a majority of the Directors then in office, but any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, the votes of a majority of the Directors present and voting shall be requisite and sufficient for election to any office, and a majority of the Directors present and voting shall decide any question brought before such meeting, except in any case where a larger vote is required by law, by the Articles of Organization or by these Bylaws.

2. MEETINGS OF MEMBERS

1. The annual meeting of Members shall be held on the second Tuesday of January at a location t be determined by the Board of Directors, preceded by a business meeting at which time the then past or re-elected President shall present a report of the state of the Chapter. Purposes for which an annual meeting is to be held in addition to those prescribed bylaws, by the Articles of Organization, and by these Bylaws, may be specified by the President, or by a majority of the Directors then in office, or by three or more Members who are entitled to vote thereat. If such annual meeting is omitted on the day herein provided therefore, a special meeting of the Members may be held in place thereof, and any business transacted or elections held at such special meeting shall have the same effect as if transacted or held at the annual meeting, and in such case all references in these Bylaws, except in this Section 1 and in Section 3 of this Article VII, to the annual meeting of the members, shall be deemed to refer to such special meeting. Any such special meeting shall be called and the purposes thereof shall be specified in the call as provided in Section 2 of this Article VII.

2. A special meeting of the Members may be called at any time by the President or by a majority of the Directors then in office, A special meeting of the Members shall be called by the Secretary, or in case of death, absence, incapacity, or refusal of the Secretary, by some other Officer upon written application of three or more Members who are entitled to vote thereat.

3. The annual meeting of the Members and any special meeting of the Members shall be held at such place as is stated in the call, Any adjourned session of any annual meeting of the Members shall be held at such place as is designated in the vote of adjournment.

4. A written notice of each meeting of Members, stating the place, day and hour thereof and the purpose for which the meeting is called, shall be given at least twenty (20) days before the meeting to each Member, by leaving such notice with him at his residence or usual place of business, or by mailing it, postage prepaid, addressed to such Member at his address as it appears upon the books of the Association, Such notice shall be given by the Secretary, or in case of the death, absence, incapacity or refusal of the Secretary, by some other Officer or by a person designated either by the Secretary or by the Board of Directors, No notice of the time, place or purpose of any regular or special meeting of the Members shall be required if every Member entitled to notice thereof or association more than six months after the beginning of a fiscal year shall pay, upon joining for that fiscal year the annual dues for his membership. At the next meeting of the Members following a dues increase authorized by the Board of Directors, the Members may rescind the dues increase by an affirmative vote of two-thirds of the Members then authorized to vote on any question and the dues will then revert to the level before such change.

5. Not later than the first day of the last month of each fiscal year, the Treasurer shall mail a bill for the next fiscal year’s dues as they then stand to each Member. Immediately after the adjournment of any Board of Directors meeting at which a change of dues is voted, the Treasurer shall mail a bill, refund or credit memorandum, as the case may be, to each Member affected thereby, adjusting the amount payable in accordance with the change.

6. No Member shall be eligible to vote or hold office during a fiscal year unless his dues for that fiscal year ate paid in full at the time of the vote or election, All bills for dues shall be payable in full within one month after the time they are mailed by the Treasurer.

7. At any meeting of the Members, a quorum for the election of any officer or Director or for the consideration of any question shall be the presence of Members representing a total of ten voted, except in any case where a larger quorum is required by law, by the Articles of Organization or by these Bylaws. In any case any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the adjourned meeting may be held without further notice.

8. At any meeting any procedural question requiring parliamentary ruling not provided for in the Articles of Organization or bylaws shall be decided in accordance with Roberts’ Rules of Order, Revised.

2. FISCAL YEAR

1. The fiscal year of this Chapter shall begin on January 1 and terminate on December 31.

2. DUES

1. The amount of dues payable may be established and changed from time to time by a majority vote of the Board of Directors at any of its meetings called in whole or in part for that purpose. A vote changing dues may specify that the change shall be retroactive to the beginning of the fiscal year. Dues shall be payable for the entire fiscal year of the Association, but a Member who first joins shall pay the dues currently set by the Chapter. Any Member expelled for non-payment of dues may be reinstated upon payment of dues and all delinquent amounts.

2. EXECUTION OF PAPERS

1. Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, release, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Association Shall be signed by the President and/or Treasurer.

2. CORPORATE SEAL

1. This section will be amended upon acceptance of a Corporate Seal.

2. AMENDMENTS

1. These Bylaws may be altered, amended, or repealed at any legal business meeting of the Members at which a quorum is present by a majority vote of the Board of Directors. A two-thirds majority is required to amend these Bylaws.