Structural Engineering Institute Bylaws
Updated July 2013
Article 1. Name
1.0 Name. The name of this Institute shall be The Structural Engineering Institute (SEI) (hereinafter referred to as Institute) of the American Society of Civil Engineers (hereinafter referred to as Society).
Article 2. Object
2.0 Object. The object of this Institute shall be to serve and promote the worldwide structural engineering profession and related industries. The Institute will embrace and support the American Society of Civil Engineers, individual members, and structural industry organizations. The Institute will advance the art and practice of structural engineering and provide a forum for research, education, design, testing, manufacturing, construction, and operations in the structural engineering profession. The Institute will develop and implement programs and activities to enhance technology transfer; business practices and professional activities; the advancement of the structural engineering profession; and provide a means for coordination and communication with local programs.
Article 3. Organization
3.0 Organization. The Institute is organized within the Society.. All policies and activities of the Institute shall be consistent with and subject to:
3.0.1 The Society Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure, and Code of Ethics;
3.0.2 Applicable federal, state, and local antitrust, trade regulation, and other laws, regulations and legal requirements;
3.0.3 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 (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;
3.0.4 All requirements imposed by any relevant jurisdiction for the 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
3.0.5 Such other policies and procedures as are authorized under these documents.
Article 4. Membership
4.0 Membership Qualifications. Membership shall be open to any Society member in good standing as well as to all other persons and organizations interested in advancing the object of the Institute.
4.1 Membership Categories. The membership shall be differentiated as Individual Members and Sustaining Members.
4.1.1 Individual Members. The Individual Member categories of the Institute are:
22.214.171.124 Student Member. An individual who meets the qualifications of Society Student Member.
126.96.36.199 Member. Any Society member in good standing interested in advancing the object of the Institute.
188.8.131.52 Institute-Only Member. Any person who is not a member of the Society and who is interested in advancing the object of the Institute.
184.108.40.206 SEI Fellow. The Institute may award Fellow membership to an individual member based on accomplishments, achievements or scholarship, as recognized by the Board of Governors.
4.1.2 Sustaining Members: Organizations that elect to support the objectives of the Institute in accordance with the Membership Policies and Procedures.
4.2 Member Participation. Members, Institute-only Members and SEI Fellows in good standing may be appointed to and participate on Institute committees; may vote on all Institute procedural issues or elections put forth for the general membership; serve as committee chairs and vice chairs; qualify for an elected position on the Board of Governors after holding membership in the Institute for a period of one (1) year; participate on the Board of Governors.
4.3 Non-Member Participation
4.3.1 Individuals who are not members of the Institute are eligible to participate as voting members of the Institute’s Standards Committees but may not serve as Chair or Vice Chair.
4.3.2 Conferences, Publications, and other organized activities of the Institute shall be open to all persons through payment of designated fees.
4.4 Admission of Members. Applicants shall be admitted to membership in the Institute in such manner as the Board of Governors may from time to time direct. All Society members in good standing who elect to join the Institute shall be admitted. Authority to admit new members may be delegated to the Institute Director in accordance with requirements established by the Board of Governors.
4.5 Resignation. Any member of the Institute in good standing may resign with written or facsimile communication to the Institute Director.
4.6 Expulsion. Any member may be expelled from the Institute for conduct in violation of the Institute Bylaws, 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 opinion of the Board of Governors is improper and prejudicial to the best interests of the Society or Institute. A decision to expel shall be preceded by a fair hearing at a meeting of the Board of Governors; such meeting to be held in Executive Session if so requested by the member under consideration for expulsion.
Separation from membership in the Institute and disciplinary proceedings shall follow the procedures outlined in the Society’s governing documents. Decisions of the Board of Governors shall not be open to appeal except in cases involving recommendation by the Board of Governors to expel a Society member from the Institute, in which case an appeal may be made to the Society’s 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 5. Dues
5.0 Dues. Membership dues shall be established by the Board of Governors. The annual dues payable by the Institute membership shall be as follows:
- Student: Equal to Society annual dues for Student Members
- Member: Included in Society dues if primary Institute and subject to fee if additional Institute.
- Institute-only Member: Equal to Society annual dues for Member
- SEI Fellow: Included in Society dues if primary Institute and subject to fee if additional Institute.
- SEI-only Fellow: Equal to Society annual dues for Member
Levels of Sustaining Membership shall be in accordance with the Membership Policies and Procedures.
5.1 Payment of Dues. Dues shall be payable annually in advance of January 1. A member who joins the Institute after June 30 in any calendar year shall pay one-half (1/2) of the annual dues.
5.2 Statements. Not later than December 1 each year, the Institute Director shall mail to each Institute member, at the latest address known to the Institute, a statement of current indebtedness, if any, of the Institute member and the amount of dues for the ensuing calendar year.
5.3 Non-payment. Any Institute member whose dues become twelve (12) months in arrears shall forfeit membership in the Institute.
5.4 Remission of Dues. The Board of Governors, for cause deemed by it to be sufficient, may excuse any Institute member from the payment of annual dues, temporarily or permanently; may excuse the whole or any part of the dues which may be in arrears; and may remove any name from the list of those permanently excused from the payment of dues.
5.5 Refunds. No dues or fees will be refunded.
Article 6. Board Of Governors
6.0 Board of Governors. The affairs, activities, and concerns of the Institute shall be under the direction of a Board of Governors. The Board of Governors shall manage the affairs of the Institute in accordance with the laws under which the Institute is organized. The Board of Governors has fiduciary, legal and strategic responsibilities, focuses on continuous strategic planning, determines desired outcomes, develops and approves policy imperative to guide operations, and ensures that the Institute uses these policies to work toward meeting its vision and fulfilling its object.
6.1 Composition of the Board of Governors. The Board of Governors shall have a minimum of ten (10) Governors appointed or elected as follows: eight (8) Governors elected to represent the four (4) Institute Divisions (two (2) from each Division), one (1) Governor appointed by the Society Board of Direction, and the most immediate and available past-president of the SEI Board. The Board may elect one (1) additional Governor to serve as President beyond his or her term as Governor. The Institute Director shall attend all meetings and serve as Secretary to the Board of Governors but shall not have the right to vote.
6.2 Qualifications. Each member of the Board of Governors must be a member in good standing of the Institute for a period of at least one (1) year at the time of election or appointment. All appointed or elected members of the Board of Governors shall be members of the Institute in good standing throughout their service on the Board of Governors. If a member of the Board of Governors ceases to be in good standing while in office, that member may be removed. Governors representing the Divisions of SEI shall currently serve or have served as members of their respective Division Executive Committee.
6.3 Terms of Office. The term of office of a Governor shall be four (4) years and shall be nonrenewable. The term of the Governor appointed by the Society Board of Direction shall be for no less than one (1) year and no more than four (4) years as determined by the Society. The term of a Governor elected to serve as President extends to coincide with their service as president and past-president.
A Governor may resign at any time by giving written notice of such resignation to the Secretary of the Institute.
Any elected officer or Governor of the Institute shall, unless earlier having resigned or been removed, continue service until a successor qualifies and takes office.
6.4 Nomination and Election. Nine (9) Board of Governors’ positions shall be filled as stated below:
6.4.1 Each Division shall be represented by two (2) Governors. Terms shall begin in even-numbered fiscal years for Governors representing the Technical Activities Division and the Local Activities Division, and in odd-numbered fiscal years for Governors representing the Business and Professional Activities Division and the Codes and Standards Activities Division. Terms shall be staggered so that one (1) Governor from each Division shall be elected every two (2) years.
6.4.2 The Society shall appoint a Governor to serve on the SEI Board of Governors.
6.4.3 Candidates for the Governor representing the BPAD, the CSAD, and the TAD shall be nominated by their respective Division Executive Committee and be elected by the members of the Institute. Ballots shall include the name of each nominee and a line for a write-in candidate by Division. In the event of a tie between two (2) or more persons for the same office, selection shall be made by the Board of Governors from the persons so tied.
6.4.4 Candidates for the Governor representing the LAD shall be nominated by the LAD Executive Committee and elected by the Local Groups. Each Local Group will have one vote and the nominee receiving the highest number of votes will serve as Local Activities Division Governor. In the event of a tie between two (2) or more nominees the selection shall be made by the Board of Governors from the persons so tied.
6.4.5 The Secretary shall announce immediately to the membership the names of the officers elected. These announcements shall appear in the Institute newsletter, in the Society’s official publication(s), and on the Institute’s web site.
6.5 Vacancies. When a vacancy occurs on the Board of Governors by death, resignation, or other than by expiration of a Governor’s term, it shall be temporarily filled without undue delay as a direct appointment of the Executive Committee from the Division whose position has become vacant; or if the vacancy is the appointment of the Society’s Board of Direction, by the Society Board of Direction. An election for a new Governor shall be part of the next annual election and shall be for the balance of the unexpired term. The term of the person so appointed temporarily shall commence upon appointment and expire at the meeting of the Board of Governors which immediately follows completion of the election process.
6.6 Compensation. Members of the Board of Governors shall not receive any salary or other compensation for their services as Governors, but they shall be entitled to reimbursement of reasonable expenses, if any, incurred by them as Governors, under procedures established by the Board of Governors.
6.7 Removal. Appointed or elected Governors may be removed from office by a two-thirds (2/3) vote of the Board of Governors.
Article 7. Officers
7.0 Officers. The officers of the Institute shall be the President, Vice President, Secretary, and Treasurer.
7.1 Election and Term of Office. Each Officer, excluding the Secretary, shall serve a one (1) year term to commence at the beginning of each fiscal year. No Officer, excluding the Secretary, shall serve more than two (2) terms in the same office. Institute nominations for officers, excluding the Secretary, shall be directed by a Nominations and Elections Committee, hereinafter referred to as the Committee, which has the responsibility of determining nominations for Officers on the Board of Governors. The Committee shall be formed each year not later than January 1 and shall meet before March 1.
7.1.1 The Committee will consist of four (4) members with the most recent and available Institute Past President serving as chair. Each year the chair shall appoint three (3) additional members as follows: at least one (1) current member of the Board of Governors and at least one (1) past member of the Board of Governors. Each member of the Committee shall be an Individual Member in good standing.
7.1.2 The Committee shall select up to two (2) official nominees per office, excluding the Secretary, for the Board of Governors to elect from, by a simple majority vote. Only current members of the Board of Governors shall be eligible to be elected to the office of President. The President and Vice-President of the Institute shall be engineers who are legally licensed by at least one (1) of the states or territories of the U.S. or in a foreign country with licensing procedures similar to those in the U.S., and are structural engineers. Only current members of the Board of Governors, whose terms as Governor shall not expire in the next fiscal year, shall be eligible to be elected to the offices of Treasurer and Vice President. Elections will be held at Board of Governors’ meetings prior to the end of each Officer’s term. Elected Officers’ terms will begin in the next fiscal year.
The Secretary position will be held by the Institute Director.
7.2.1 Duties of the President. The President shall be a volunteer Institute member, and is responsible for the general supervision of the affairs of the Institute. The President shall preside at all meetings of the Board of Governors and of the members of the Institute. The President shall call special meetings of the Board of Governors or of the members as may be deemed proper. The President shall be empowered to appoint any committees and chairpersons for those committees as deemed necessary for the effective functioning of the Institute, subject to approval of the Board of Governors.
The President or an appointed designee shall attend regular and special meetings of the Society Board of Direction, and report at such meetings on Institute affairs if requested by the Society Board of Direction, by the Society President, or the Society Executive Director.
7.2.2 Duties of the Vice President. In the absence of the President, or in case of the President’s inability for any cause to act, the Vice President of the Institute shall perform the duties of the President. In the case of the President’s death, resignation, or withdrawal from office, the Vice President shall become President.
In case of the Vice President’s inability for any cause to act, a replacement shall be appointed by the President with the approval of a simple majority of the Board members present and voting.
7.2.3 Duties of the Treasurer. The Treasurer shall monitor management of the financial affairs of the Institute by the Institute Director, who shall prepare and present an annual financial report at the Annual Membership Meeting of the Institute. The Institute Director, in cooperation with the Treasurer, shall establish and maintain a record of Institute income and expenditures and be prepared to present an accounting thereof to the Board of Governors, the membership, Officers, the Society, or any duly authorized person or persons when directed to do so by the Board of Governors.
7.2.4 Duties of the Secretary. The Institute Director shall serve as Secretary. The Secretary, or designee, shall give notice of, attend, and keep minutes of all meetings of the Institute and Board of Governors, unless excused by the Board of Governors therefrom; shall have custody of the minutes; shall approve and admit members of the Institute, consistent with the Board policy; and shall perform other such duties and have other such powers as may from time to time be delegated by the Board of Governors.
7.3 Removal. Elected Officers may be removed from office by a two-thirds (2/3) vote of the Board of Governors.
7.4 Institute Director. The Institute Director is appointed and can be removed with or without cause by the Society Executive Director after consultation with the Board of Governors. The Institute Director shall be responsible to the Board of Governors and follow the Institute Bylaws and policies. The Institute Director is the Chief Operating Officer/general manager and Secretary of the Institute, receives policy, program and budget direction from the Board of Governors and is responsible for the day-to-day management of the Institute. The Institute Director shall be employed by the Society and subject to Society employment rules.
The Institute Director shall appoint all Institute staff, independent contractors and other suppliers and, subject to direction by the Board of Governors, Institute agents. In making such appointments, the Institute Director shall comply with the human resources policies and procedures of the Society, which shall be applicable to and binding on the Institute.
Article 8. Meetings
8.0 Board of Governors Meetings
8.0.1 Annual Meeting. An Annual Meeting of the Board of Governors shall be held each year at a time and place mutually agreeable to the Board of Governors, and in conjunction with a national meeting of the Institute or Society, to conduct any business that might properly come before the Board of Governors. The place and date of the meeting shall be fixed by the President of the Board of Governors. All Governors shall be given at least forty-five (45) days notice of the meeting. Notice may be given personally or by first class mail, confirmed facsimile, or by confirmed electronic mail. Agenda items shall be filed with the Secretary not later than thirty (30) days before the Annual Meeting, and the agenda shall be made available to Governors at least fourteen (14) days in advance of the meeting.
8.0.2 Scheduled Meetings. Additional Scheduled Meetings of the Board of Governors shall be held each year, at times and locations designated by the President. Notice requirements and agenda item deadlines for additional Scheduled Meetings are the same as those for the Annual Meeting.
8.0.3 Special Meetings. Special Meetings of the Board of Governors may be called by the President at any time for specific purposes or by either the President or Secretary upon the request of any three (3) Governors. At such meetings only such business as is specified in the meeting notice shall be considered. At least ten (10) days advance notice of any Special Meeting shall be given by the Secretary to members of the Board of Governors.
8.0.4 Quorum. At all meetings of the Board of Governors, a simple majority of the Governors shall be sufficient to constitute a quorum for the transaction of business. The act of a simple majority of the Governors present at any meeting at which there is a quorum shall be the act of the Board of Governors, 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.
8.0.5 Action without a Meeting. Any action required to be taken at a meeting of the Board of Governors, or any action that may be taken at a meeting of the Board of Governors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Governors and be filed with the minutes of the meetings.
8.0.6 Participation by Alternative Means. Members of the Board of Governors may participate in any meeting of the Board of Governors by telephone conference or similar communications equipment by means of which all persons participating in the meeting are identified and can hear each other, and such participation in a meeting shall constitute attendance at the meeting.
8.0.7 Absences from Meetings of the Board. Any Governor who does not attend two (2) consecutive meetings of the Board of Governors shall be automatically removed from the Board of Governors at the conclusion of such second meeting, unless retained by the majority vote of the Board of Governors before the conclusion of such second meeting.
8.1 Annual Membership Meeting. An Annual Membership Meeting shall be held each year to conduct any business that might properly come before the Institute. This meeting shall be held at a National Meeting, Conference, Congress or Convention of the Institute. An attendance of twenty-five (25) Individual Members shall constitute a quorum for the Annual Membership Meeting of the Institute.
8.2 Special Meetings. Special meetings of the Institute membership may be called by the Board of Governors at any time.
8.3 Notice. The Board of Governors must give Institute members at least thirty (30) days notice of all Annual and Special Meetings. The notice shall include a description of the business to be conducted.
8.4 Voting. At any meeting of the membership, a majority of members, where a quorum is present, is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Mail voting is permitted.
Article 9. Finance
9.0 Fiscal Year. The fiscal year of the Institute shall be from October 1 through September 30.
9.1 Assets. All assets held by or for the Institute are vested in the Society and shall be handled according to its fiscal policies.
9.2 Fiscal Responsibility. The Board of Governors, with due responsibility to the Society Board of Direction, shall oversee the funds and assets of the Institute and shall direct the Institute Director in their management. Neither the Institute nor any individual Governor, Officer, member, employee, or representative thereof shall have any authority to contract debts for, pledge the credit of, or in any way financially bind the Society.
9.3 Institute Budget. The Institute budget must be approved by the Board of Governors and be in accordance with guidelines established by the Society Board of Direction. Any changes to the budget and any expenditures in excess of budgeted amounts or for unbudgeted items must be reported to the Board of Governors in accordance with the provisions in these Bylaws.
9.4 Revenues. The Institute may raise revenue by other means than dues from members and fees for publications, provided such means are consistent with the Society policy and with the maintenance of the Society’s tax exempt status. Any proposed solicitations, and the proposed acceptance of any grant or donation which contains any restriction, shall first be submitted to and approved as permissible by the Society Executive Director, who shall investigate and notify the Institute of his or her determination, including any restrictions or modifications on which approval is conditioned.
In the event the Institute’s revenues exceed its expenditures, the Society shall create a general reserve fund therefore, and the Institute shall control this reserve and shall use funds from this reserve for programs and activities of the Institute.
9.5 Records. The books and accounts of the Institute shall be kept by the Institute Director.
9.6 Reporting. At the close of each fiscal year, the Institute Director shall provide a full and correct statement of the affairs of the Institute, including, but not limited to, a balance sheet and fiscal statement of operations for the preceding year, which shall be submitted to the Board of Governors and to the Society Board of Direction within ninety (90) days from the close of the fiscal year.
9.7 Audit. The Institute Director shall procure annually an external audit of the books and records of the Institute. Such audit may be performed in conjunction with the Society annual audit. The books and records shall be made available to the Society Treasurer or his or her representative on reasonable notice.
Article 10. Committee Structure And Administration
10.0 Divisions. The Institute shall have four (4) Divisions unless additional Divisions are authorized by the Board of Governors. The four (4) Divisions are Business and Professional Activities Division (BPAD), Codes and Standards Activities Division (CSAD), Local Activities Division (LAD), and Technical Activities Division (TAD).
10.0.1 The Business and Professional Activities Division (BPAD) shall be responsible for, but not limited to, professional practice items related to licensing, regulatory, insurance, and business issues and practices. The Division shall develop and recommend policies and participate in programs and activities related to the improvement of professional standards and economic conditions of practice for structural engineers in all types of employment and businesses.
10.0.2 The Codes and Standards Activities Division (CSAD) shall be responsible for, but not limited to, developing and maintaining standards and/or codes of practice. It may undertake other responsibilities in this area. Standards are to be developed by a consensus standards process managed by the Division Executive Committee. The consensus standards process includes compliance with the Society Rules for Standards Committees, oversight by the Society Codes and Standards Activities Committee, and approval by the American National Standards Institute.
10.0.3 The Local Activities Division (LAD) shall be responsible for, but not limited to, interacting and providing the technical and professional services of the Institute to the Local Groups. It shall serve as the communications mechanism for Local Groups to express needs and make recommendations to the Board of Governors. The Division shall develop and recommend programs and activities related to improving two-way communication between the Institute and Local Groups.
10.0.4 The Technical Activities Division (TAD) shall be responsible for, but not limited to, advancing the art and science of structural design and construction by increasing the knowledge of physical properties of engineering materials, developing methods of analysis and design, and studying the merits of various types of structures and methods of construction. The Division will disseminate knowledge relating to its activities.
10.0.5 Each Division shall have an Executive Committee or similar governing body.
10.0.6 Each Division shall establish written Policies and Procedures which shall be subject to the approval of the Board of Governors.
10.1 Committees. The Board of Governors may, at its discretion, establish and disband Divisions and standing committees as necessary or desirable to conduct the affairs of the Institute.
The Board of Governors may, at its discretion, appoint task forces or ad hoc committees. Each task force and committee shall be established with defined focus and determined duration of appointment as specified by the Board of Governors.
Committee chairs shall return a committee’s tangible property and records, and all records relating to any intangible property and work products of the committee, to the Institute when discharged, or when requested by the Board of Governors. Such materials, and any intangible property including work products of the committee, belong to the Institute. All committees (including any subcommittees), and all special delegates and representatives, unless otherwise directed by the Board of Governors, shall be governed by this provision.
The ownership and disposition of all tangible property and any intangible property and work products and records of a committee established jointly between the Institute and other organization(s), shall be agreed upon in writing between the Institute and such other organization(s), prior to the establishment of the joint committee.
10.2 Rules. The Board of Governors may establish rules that are consistent with these Bylaws for the policies, procedures, and programs of the Institute. Committees and Divisions of the Institute may be directed to establish written operating policies and procedures, which shall require approval of the Board of Governors for adoption and amendment.
10.3 Parliamentary Authority. All membership meetings of the Institute and meetings of its Board of Governors 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 Institute’s Bylaws.
10.4 Relationship to Society. Fees for services provided to the Institute by the Society shall be set by written agreement between the Institute and the Society.
The Society shall have the right of first refusal on the provision of services for the delivery of Institute products and services. In the event that the Institute develops a product or service on its own, it must meet Society standards for quality.
Property and Records of the Institute shall belong to the Society.
The Institute 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 the Institute 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.
The Institute may develop and conduct conferences and conventions by itself or acting in conjunction with other units of the Society or other affiliated organizations, subject to the right of first refusal as stated herein.
10.5 Relationships with Other Associations and Federations. The Institute shall act as the primary liaison between the Society and structural engineering groups as approved by the Institute or requested by the Society Board of Direction.
10.6 Local Groups. Local Groups of the Institute are entities that have been identified as such by action of the Board of Governors.
10.7 Publications. Publications of the Institute shall be consistent with Society policies except as provided in written agreements that may exist between the Society and the Institute.
The Institute may develop journals, magazines, manuals of practice and standards by itself or in conjunction with the Society or other organizations.
10.8 Indemnification. Institute Governors, Officers, the Institute Director, and Institute staff and agents, in their respective capacities as such, each shall have the same rights of indemnification from the Society as do Society Directors, Officers, employees, and agents.
Article 11. Dissolution
11.0 Dissolution. At any duly constituted meeting of the Board of Governors, by a two-thirds (2/3) vote, the Board of Governors may vote to recommend dissolution of the Institute 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 Board of Governors, and provided further that the proposed dissolution shall have been published, together with an announcement soliciting membership comments, in an Institute, Society, or third party publication that normally reaches the entire membership of the Institute, or shall have been sent to the membership by other means.
Article 12. Amendment
12.0 Amendment. The Institute Bylaws may be amended at a duly constituted meeting of the Board of Governors, a quorum being present, 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 Board of Governors.
These Bylaws may also be amended upon receipt of the written consent of the majority of the Members of the Institute in good standing.
No amendment to these Bylaws shall be effective until approved by the Society Board of Direction.