ARTICLE I. NAME
The name of this Institute shall be The Coasts, Oceans, Ports, and Rivers Institute (hereinafter referred to as COPRI of the American Society of Civil Engineers (hereinafter referred to as the Society).
ARTICLE II. VISION
COPRI will serve as a multidisciplinary and international leader in improving knowledge, education, development, and the practice of civil engineering and other disciplines in the coastal, ocean, port, waterways, riverine, and wetlands environment for the benefit of society in the United States and other countries.
ARTICLE III. MISSION
COPRI serves its members and society by uniting the disciplines dealing with coasts, oceans, ports and rivers to integrate key stakeholders into the decision making process, to advance the state of the art and the practice, and to influence public policy.
ARTICLE IV. GENERAL ORGANIZATION
COPRI is organized within the Society. All policies and activities of COPRI shall be consistent with and subject to:
the Society Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure and Code of Ethics;
applicable federal, state, and local antitrust, trade regulation, and other laws, regulations and legal requirements;
all requirements to maintain the status of the Society as a not-for-profit organization exempt from Federal income tax under sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1954, as amended, (hereinafter referred to as the Code) qualifying at all times as an organization to which tax deductible contributions may be made pursuant to applicable sections of the Code;
all requirements imposed by relevant jurisdiction for maintenance by the Society of any license, permit, or authority it may hold to conduct activities and do business as a foreign not-for-profit corporation within that jurisdiction; and
such other policies and procedures as are authorized under these documents.
The COPRI Governing Board may define, establish and discharge organizational elements such as d hoc and standing committees, student chapters, local chapters, and task committees as necessary or desirable to conduct the affairs of COPRI.
ARTICLE V. MEMBERSHIP
1. Membership Categories.
Membership in COPRI shall be open to any Society member in good standing as well as to all other persons and organizations interested in advancing the vision and mission of COPRI.
Member - individuals who are engaged in the development of policies and programs related to coasts, oceans, ports, waterways, rivers, or wetlands, including the planning, design, construction, operation, management and regulation of associated engineered works who submit a properly completed application to COPRI.
Student Member - full-time students interested in the coastal, oceans, ports, waterways, rivers, or wetlands resources fields of professional practices who submit a properly completed application to COPRI.
be a legally licensed engineer or land surveyor in the country in which the Member resides (if such licensure is available); and
hold active Member grade in COPRI for not less than ten cumulative years; and be nominated by
the assigned Technical or Administrative Committee, accompanied by the signature of Chairman of the Committee; or
a voting Member of COPRI, accompanied by the signed recommendations of five (5) voting Members of COPRI if the candidate is not assigned to a Technical or Administrative Committee; and
demonstrate notable achievement in responsible charge of engineering work and professional attainment, and exhibit distinction in upholding the Fundamental Principles and Canons of the Society’s Code of Ethics, through tangible evidence as verified by the Membership Committee of COPRI
Organizational Member - associations, government agencies, or corporations engaged in the planning, design, construction, material supply, professional, technical, or educational aspects of the coastal, oceans, ports, waterways, rivers, or wetlands resources industries. Organizational Membership does not imply that all individuals of the organization are members of COPRI.
The Organizational Member category includes the following:
Association Member: A professional, technical, or educational society or similar entity organization.
Government Member: A federal, state, local or international government agency.
Corporate Member: For-profit organizations, including public utilities, whether incorporated or not.
Organizational Members shall appoint a single individual to represent the organization in COPRI activities. The Organizational Member’s appointee shall be called a “Representative”.
2. Member Participation
Members in good standing may be appointed to and participate on COPRI committees; may vote on all COPRI procedural issues and elections put forth for the general membership. A member whose dues and other charges are not in arrears shall be considered in good standing.
Representatives in good standing may participate in COPRI activities, except for service on the Board of Governors. A Representative may be a voting member of a COPRI committee, but may not serve as committee chair unless the individual is also a member. A Representative may not vote on COPRI procedural issues or elections, unless the Representative is also a member. A Representative of an Organizational Member in compliance with the Agreement signed between COPRI, the Society and the organization shall be considered in good standing.
3. Non-Member Participation
At the discretion of the COPRI Governing Board, non-members of COPRI may serve on any COPRI committees.
Any member or representative may be expelled from COPRI for conduct in violation of the COPRI Bylaws, COPRI rules and regulations or the Society Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure or Code of Ethics, as applicable, or for conduct which in the sole opinion of the COPRI Governing Board is improper and prejudicial to the best interest of the Society or COPRI. A decision-to-expel shall be preceded by a fair hearing at a meeting of the COPRI Governing Board; such meeting to be held in Executive Session if so requested by the member or representative under consideration for expulsion. .
Separation from membership in COPRI and disciplinary proceedings shall follow the procedures outlined in the Society Bylaws. Decisions of the COPRI Governing Board shall not be open to appeal except in cases involving recommendation by the COPRI Governing Board to expel a Society member from COPRI, in which case an appeal may be made to the Society Board of Direction, whose decision is final.
Cases involving Society members accused of violating the Society Code of Ethics shall be referred to the Society Committee on Professional Conduct.
ARTICLE VI. DUES
Membership dues shall be established by the COPRI Governing Board. Dues shall be payable annually in advance of January 1. A person or organization elected to membership in COPRI after June 30 in any calendar year shall pay one-half of the annual dues for that calendar year. The annual dues payable by COPRI membership shall be set by a majority vote of the COPRI Board of Governors, and shall not be changed more often than every two years.
Effective October 1, 2000
In accordance with Agreements(s) signed between COPRI and the organization(s).
ARTICLE VII. COMPOSITION, ELECTION, AND APPOINTMENT OF THE COPRI GOVERNING BOARD
1. COPRI Governing Board Composition
The affairs, activities, and concerns of COPRI shall be under the direction of the COPRI Governing Board.
The COPRI Governing Board shall have seven (7) voting members in accordance with the following:
one (1) COPRI Governing Board member elected by the various committees representing the Coasts;
one (1) COPRI Governing Board member elected by the various committees representing the Oceans;
one (1) COPRI Governing Board member elected by the various committees representing the Ports;
one (1) COPRI Governing Board member elected by the various committees representing the Rivers and Waterways; and
one (1) COPRI Governing Board member appointed by the Society Board of Direction.
two (2) COPRI Governing Board members, appointed by the President of COPRI with a majority consent of the COPRI Governing Board , one (1) of whom shall serve as Secretary and one (1) who shall serve as Treasurer.
The COPRI Governing Board shall manage the affairs of COPRI in accordance with the laws under which COPRI is organized. The COPRI Governing Board has fiduciary, legal and strategic planning responsibilities. The COPRI Governing Board shall focus on strategic planning and policy guidance to ensure COPRI works toward fulfilling its vision and its mission.
All COPRI Governing Board members must be a Member, Honorary Member or Fellow, members in good standing of COPRI and also a member in good standing of the Society. A COPRI Governing Board member who ceases to be in good standing while in office shall be removed.
4. Terms of Office
The terms of office of the elected COPRI Governing Board members shall be four (4) years and shall not be renewed. The terms of the elected COPRI Governing Board members shall be staggered so that no more than two(2) COPRI Governing Board members’ terms expire
s at the end of each fiscal year. All COPRI Governing Board member terms begin at the start of the fiscal year.
The term of office of all appointed COPRI Governing Board members shall be for four (4) years.
Appointed COPRI Governing Board Members who have completed their term of offices are eligible to become elected as Board Members. Elected Board Members on the completion of their terms may be appointed as Governors with the approval of ¾ of the sitting Governors.
5. Designation of Officers
The four (4) elected COPRI Governing Board members representing the technical committees shall serve on the COPRI Governing Board in accordance with the following order of succession: first year as a Non-Officer Member of the COPRI Governing Board; second year serving as Vice-President; third year serving as President; and fourth year serving as Past-President.
The appointed COPRI Governing Board members shall not serve as President
, or Vice-President.
The term of any COPRI Governing Board member shall commence after the term of the COPRI Governing Board member’s predecessor expires, except in cases where a COPRI Governing Board member is appointed to fill a vacancy.
6. Filling a Vacancy on the COPRI Governing Board
Whenever a vacancy occurs on the COPRI Governing Board for any reason other than by the normal completion of a COPRI Governing Board member’s term of office, the vacancy shall be filled without undue delay by the same process and representing the same constituency as used to originally fill the position.
To allow for situations where a COPRI Governing Board vacancy is caused by a resignation, death or removal of an elected Board member, the COPRI Governing Board is authorized to designate a term of not less than three (3) years nor more than five (5) years for a replacement to allow a proper rotation of Board Officers as outlined below.
If elected to fill a vacancy in a non-expired term, the replacement term in office shall be governed by the three (3) to five (5) year rule as outlined above. The replacement shall start in the position of Non-Officer Member. Elected COPRI Governing Board members serving at the time of a vacancy shall move ahead in the rotation of officers, in order of rotation of officers to fill the vacant position.
Individual members of the COPRI Governing Board shall not receive any salary or other compensation for their services as COPRI Governing Board members, but they shall be entitled to reimbursement of reasonable expenses, if any, incurred by them as COPRI Governing Board members, under procedures established by the COPRI Governing Board.
8. Rules, Policies, and Procedures
The COPRI Governing Board may establish such rules, policies, and procedures as are consistent with these Bylaws for the purpose of fulfilling the mission and programs of COPRI.
Any COPRI Governing Board member may be removed from the COPRI Governing Board for cause by a two-thirds vote of the COPRI Governing Board. The COPRI Governing Board member appointed by the Society may be removed from the COPRI Governing Board for cause by a two-thirds (2/3) vote of the COPRI Governing Board and the concurrence of the Society Board of Direction.
Any COPRI Governing Board member who does not attend two (2) consecutive meetings of the COPRI Governing Board will be automatically removed from the COPRI Governing Board as of the conclusion of such second meeting, unless retained by the majority vote of the COPRI Governing Board before the conclusion of such second meeting.
ARTICLE VIII. OFFICERS
The officers shall be the President, Vice-President, Past-President, Secretary
, and Treasurer.
President - The President, on behalf of the COPRI Governing Board, shall prepare and distribute to the membership an Annual Report for the preceding fiscal year within ninety (90) days of the conclusion of the previous fiscal year.
The President shall preside at all meetings of the COPRI Governing Board and all general and special meetings of the members of COPRI. The President shall call special meetings of the COPRI Governing Board or of the members as may be deemed proper.
The President shall be empowered to nominate chairpersons and members to Administrative Committees as deemed necessary for the effective functioning of COPRI, subject to approval of the COPRI Governing Board.
The President or the appointed designee shall attend regular and special meetings of the Society Board of Direction, and report at such meetings on COPRI affairs, if requested by the Society Board of Direction.
The President shall be a voting member of the COPRI Governing Board and shall be permitted to make and second motions.
Vice-President - In the temporary absence or disability of the President, the Vice- President shall discharge the duties of the President.
Past-President - The Past-President shall chair the Council of Past Presidents.
Secretary - The Secretary, with the assistance of the Assistant Secretary/Assistant Treasurer, shall give notice of, attend and keep minutes of all meetings of the COPRI Governing Board, and shall perform other such duties as may from time to time be assigned by the COPRI Governing Board.
Treasurer - The Treasurer, with the assistance of the Assistant Secretary/Assistant Treasurer, shall monitor the management of the financial affairs of COPRI and shall present an annual financial report within ninety (90) days of the close of the fiscal year.
Assistant Secretary/Assistant Treasurer –The staff member of the Society designated to be Staff Director, or equivalent title for COPRI, shall serve as the Assistant Secretary/Assistant Treasurer. The Assistant Secretary/ Assistant Treasurer shall assist the Secretary to give notice of, and keep minutes of all meetings of the COPRI Governing Board, have custody of the minutes; attend all COPRI Governing Board meetings; prepare and distribute to the membership the annual status report; disclosing the financial position of COPRI and such other information as may be deemed appropriate by the President; shall monitor management of the financial affairs of COPRI; shall prepare an annual financial report within ninety (90) days of the close of the fiscal year. The Assistant Secretary/Assistant Treasurer is not a member of the COPRI Governing Board.
The Staff Director will be responsible to the COPRI Governing Board and follow the COPRI Bylaws and policies. The Staff Director is the Chief Operating Officer/general manager of COPRI, receives policy, program and budget direction from the COPRI Governing Board and is responsible for the day-to-day management of COPRI. The Staff Director will be employed by the Society and subject to Society employment rules. The Staff Director’s annual review will be done by the Society Executive Director in conjunction with the Past President of the COPRI Governing Board.
The Staff Director shall appoint all COPRI staff, independent contractors and other suppliers subject to direction by the COPRI Governing Board. Compliance with Society policies and procedures shall be applicable to and binding on COPRI.
ARTICLE IX. MEETINGS
1. Scheduled Meetings of the COPRI Governing Board
The COPRI Governing Board must meet at least annually to conduct any business that might properly come before it. The place, date, and agenda items of this annual meeting shall be fixed by the President of the COPRI Governing Board. All COPRI Governing Board members shall be given at least thirty (30) days notice of meetings.
Additional scheduled meetings of the COPRI Governing Board may be held each year, at times and locations designated by the President. Notice and agenda items for additional meetings are as efined above.
2. Special Meetings of the COPRI Governing Board
Special meetings of the COPRI Governing Board may be called by the President at any time or by either the President or Staff Director upon the request of any three (3) COPRI Governing Board members. At such meetings, there shall be considered only such business as is specified in the meeting notice. At least fifteen (15) days advance notice of any such special meeting shall be given by the Staff Director to members of the COPRI Governing Board.
At all meetings of the COPRI Governing Board, a simple majority of the COPRI Governing Board shall be sufficient to constitute a quorum for the transaction of business, and the act of a simple majority of the Board of Governors present at any meeting at which there is a quorum shall be the act of the COPRI Governing Board, except as may be otherwise specifically provided by these Bylaws or other applicable instrument or law. If at any meeting there is less than a quorum present, the presiding officer shall adjourn the meeting to another time and place. Proxy voting is not permitted.
4. Special Conditions
Any action may be taken without a meeting provided the COPRI Governing Board unanimously pproves the action in writing. Writing includes emails and facsimiles.
Members of the COPRI Governing Board may participate in any meeting of the COPRI Governing Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute attendance at the meeting.
The Staff Director or designee shall be present at all meetings of the COPRI Governing Board, except for Executive Sessions of the COPRI Governing Board, for which the Staff Director may or may not be present, as the COPRI Governing Board may direct.
6. Special Institute Meetings
Special meetings of COPRI membership may be called by the COPRI Governing Board at any time.
The COPRI Governing Board shall call a special meeting of COPRI membership upon written request of not less than ten percent (10%) of the members, which request shall state the purpose of the meeting.
Notice of a special meeting shall be published not less than thirty (30) days prior to the meeting in COPRI, Society or third party publication that normally reaches the entire membership of COPRI or shall have been sent to the membership by other means.
ARTICLE X. FINANCE
1. Fiscal Year
The fiscal year of COPRI shall be from October 1 through September 30.
All assets held by or for COPRI are vested in the Society and shall be handled according to the Society’s fiscal policies.
3. Fiscal Responsibility
The COPRI Governing Board, with due responsibility to the Society Board of Direction, shall oversee the funds and assets of COPRI and shall direct the Staff Director in their management. No COPRI Governing Board member, COPRI officer, COPRI member, or representative thereof shall have any authority, as such, to contract debts for, pledge the credit of, or in any way financially bind the Society.
4. Institute Budget
The COPRI budget must be approved by the COPRI Governing Board.
The books and accounts of COPRI shall be kept by the Staff Director.
At the close of each fiscal year, the Staff Director shall provide a preliminary statement of the affairs of COPRI , including, but not limited to, a balance sheet and fiscal statement of operations for the preceding year, which shall be submitted to the COPRI Governing Board and to the Society Board of Direction within ninety (90) days from the close of the fiscal year.
7. RevenuesCOPRI may raise revenue by means other than dues from members and fees from publications, provided such means are consistent with Society policies and the maintenance of the Society’s tax-exempt status. Any proposed acceptance of solicitations, grants, or donations which contain any restriction, shall first be submitted to and approved by the Society Executive Director. COPRI shall create a general reserve fund in accordance with the Society policy.
The Staff Director shall procure annually an external financial review of the books and records of COPRI. Such audit may be performed in conjunction with the Society’s annual audit. The books and records shall be made available to the Society Treasurer or designee on reasonable notice.
ARTICLE XI. COMMITTEES
The COPRI Governing Board, with a simple majority vote, may establish or disband technical committees, administrative committees or task groups.
1. Parliamentary Authority
All membership meetings of COPRI and meetings of its COPRI Governing Board shall be conducted according to Robert’s Rules of Order, Newly Revised, in all cases to which these rules are applicable and in which such rules are not inconsistent with the Society and/or COPRI Constitution, Bylaws, and Rules of Policy and Procedure.
2. Dissemination of Information
Electronic communication shall be encouraged to ease the exchange of ideas and methods among COPRI members.
3. Relationship to the Society
Fees for services provided to COPRI by the Society shall be set by written agreement between COPRI and the Society.
The Society shall have the right of first refusal on the provision of services for the delivery of COPRI products and services, unless otherwise agreed by the Executive Director of the Society. In the event that COPRI develops a product or service on its own, it must meet Society standards for quality.
All Property and Records of COPRI shall belong to the Society.
COPRI may issue its own statements of policy but must identify them as such. Any amplification, interpretation, or application of Society policies other than by the Society Board of Direction must be clearly identified as the views of the component so engaged and not of the Society. No action shall be taken by COPRI, which may be deemed to express an attitude or action of the Society, but resolutions or recommendations may be addressed to the Society Board of Direction for consideration or approval and promulgation.
COPRI may conduct conferences and conventions by itself or acting in conjunction with other units of the Society or other affiliated organizations subject to the terms and conditions described in the Memorandum Of Understanding (MOU) then in place between the Society and COPRI.
4. Relationships with Other Organizations
COPRI may form relationships with other groups and may serve as the United States of America member society to various international organizations, as approved by COPRI. These relationships shall not be in conflict with Society policies.
Publications of COPRI shall be consistent with written agreements that exist between the Society and COPRI. The Society shall have the right of first refusal to act as the Publisher of such publications in accord with the terms and conditions of the MOU then in place between the COPRI and the Society.
COPRI may develop journals, magazines, Manuals of Practice, miscellaneous publications and Standards by itself or in conjunction with the Society or other organizations.
All members of COPRI shall be entitled to receive COPRI publications at member rates and other Society distributed publications at the rates determined by the Society.
6. Electronic Media
COPRI may develop electronic information storage and communications media for any purpose consistent with the COPRI’s vision and mission including the storage and retrieval of operational data and publications.
The Society shall indemnify COPRI’s Officers, Staff Director, members, employees, and agents, in their respective capacities as such, by providing each the same rights of indemnification are given by the Society to Society Officers, members, employees, and agents.
ARTICLE XIII. DISSOLUTION
At any duly constituted meeting of the COPRI Governing Board, by a two-thirds (2/3) vote, the COPRI Governing Board may vote to recommend dissolution of COPRI by the Society Board of Direction, provided that a written notice of this proposed action shall have been given at a previous meeting of the COPRI Governing Board, and provided further that the proposed dissolution shall have been published, together with an announcement soliciting member comments, in COPRI, Society, or third party publication that normally reaches the entire membership of COPRI, or shall have been sent to the membership by other means.
ARTICLE XIV. AMENDMENT
Except as otherwise stated herein, these Bylaws may be amended at a duly constituted meeting of the COPRI Governing Board by a two-thirds (2/3) majority of those present and voting, provided that a written notice of such proposed amendment shall have been given at a previous meeting of the COPRI Governing Board, and provided further that the proposed amendment shall have been published, together with an announcement soliciting member comments, in a COPRI, Society, or third-party publication that normally reaches the entire membership of COPRI, or shall have been sent to the membership by other means.
No amendment to these Bylaws shall be effective until approved by the Society Board of Direction.