Civil Engineering Institute By-Laws
The Civil Engineering Institute, hereinafter referred to as “CEI” is an industry advisory group formed in 1989, composed of local leaders in engineering involved in the design, construction, and management of civil infrastructure whose purpose is to assist the Sid and Reva Dewberry Department of Civil, Environmental, and Infrastructure Engineering (CEIE) program of George Mason University, herein referred to as “GMU.” Objectives include:
- advising on curricula changes to keep the program on the leading edge of professional practice;
- providing liaison with the business community for teaching and advising;
- assisting in internship placement for students;
- assisting in finding employment for graduates and alumni;
- assisting in securing nationally-recognized faculty by raising Eminent Scholars’ endowments;
- supporting the Department’s student recruiting efforts;
- implementing an awards program to honor engineering excellence and leadership within the civil engineering community;
- supporting the Department in a continuing education program for practicing engineers within the community; and
- fundraising for scholarships, student activity support, and academic program assistance to supplement that provided by the university
SECTION 1 | ORGANIZATION
1.1 BYLAWS. The Bylaws shall be consistent with that required for a nonprofit corporation under the Virginia Nonstock Corporation Act (Code of Virginia §13.1). CEI will not be required to be incorporated; rather financial oversight and accounting will be provided by the GMU Foundation, a registered Virginia nonprofit corporation.
1.2 BOARD OF DIRECTORS. The management of the CEI shall at all times be vested in a Board of Directors. The Directors, which number may be increased or decreased pursuant to the Bylaws of the corporation, shall never be less than six (6). Directors will be selected from CEI members or GMU civil engineering program faculty who are committed to investing time and resources to promoting the education of civil engineers.
1.3 ELECTION OF DIRECTORS. The Directors shall be elected, from a slate of nominees recommended by the Bylaws, Nominating, and Awards Committee at the annual meeting of the membership for terms extending until the conclusion of the third annual meeting after their election, or until their successors shall be elected and assume their duties. The slate will be comprised of nominees from the membership, the Board, or from the GMU civil engineering program faculty. The term of the Directors shall be three years and the slate will be presented by the Chairperson of the Bylaws, Nominating, and Awards Committee in accordance with Section 5. Each Director shall have one vote at any meeting of the Board of Directors. The Board may elect emeritus Members of the Board in recognition of their service to CEI.
1.4 RESIGNATION OF DIRECTORS. Directors who are unable to complete their terms will submit a Letter of Resignation to the Chair of the Board. Such letter will be brought before the Board at the next scheduled meeting, and upon acceptance will relieve the individual from their duties. The Board may elect a successor to fill the remaining term that meets the normal criteria as stated in Section 1.2 and 1.3.
1.5 REMOVAL OF DIRECTOR. Annually the Bylaws, Nominating, and Awards committee will review the attendance records of Directors at the scheduled Board meetings. Directors that have failed to demonstrate a commitment commensurate with the expectations for Board members without good cause, might be asked to resign from the Board. Such a request will require a vote of the Board in accordance with Section 3.6 and 3.7. The remaining term of the removed Director may be filled as stated in Section 1.4.
1.6 MEMBERS. There shall be only one class of Members in CEI. Members shall be representative of any institution, corporation, or firm or individuals upholding an interest in the goals and purposes of the CEI and who shall have applied for membership in the CEI, paid the appropriate fees, and have been approved by the Board of Directors. Members shall have no voting rights other than at the Annual Meeting when voting on the slate of new Directors.
1.7 OFFICERS. A Chair, Vice Chair, Treasurer, and Executive Director shall be the Officers of the CEI whom the Board will elect from the Board of Directors to conduct and manage the day-to-day business of the CEI. The Executive Director shall serve as the Secretary of the CEI, and assist in the day-to-day operations and coordination of CEI matters in concert with the Executive Committee. The Executive Director may be nominated and come from within the CEIE Department for continuity or may be selected from other sources. Normally, to ensure continuity the Vice Chair will stand for election to succeed the Chair upon the completion of their term.
1.8 EXECUTIVE COMMITTEE. An Executive Committee consisting of the Officers and current Board Members who have served as Chair shall have limited powers as specified herein and as delegated by the Board to act on CEI business between meetings of the Board.
1.9 STANDING COMMITTEES. The Chairperson and members of the five (5) Standing Committees shall be appointed by the Chair of CEI from the Board of Directors; the Standing Committees shall be:
- Internships, Scholarships, and Fellowships;
- Curriculum and Programs; and
- Bylaws, Nominating, and Awards Committee
1.10 BUSINESS OFFICE. The Business office of the CEI shall be co-located with the administrative offices of the CEIE department or another location designated by the Board.
SECTION 2 | TERMS OF OFFICE
2.1 DIRECTORS. The term of Directors shall be three (3) years as described in Section 1; continued service is allowed upon reelection. Directors will be elected on a rotating basis with approximately one-third elected/re-elected annually. Section 1.3 notwithstanding, Directors may be elected for a term of one or two years in order to facilitate the desired rotation. Emeritus Members of the Board of Directors serve without term.
2.2 OFFICERS. The term of the Officers shall be for a period of two years, and may be subject to reelection for a successive term.
SECTION 3 | MEETINGS
3.1 Annual Meetings. In accordance with the Code of Virginia §13.1-838, the CEI will hold an annual meeting of the membership. Such meetings will be held in conjunction with a Board meeting within the first half of the calendar year at which time Officers and Directors will be elected and an annual report provided.
3.2 BOARD MEETINGS. The Board shall meet at least twice a year, and more as recommended by the Executive Director and decided by the Chair, or at times deemed necessary by a majority of the Executive Committee.
3.3 EXECUTIVE COMMITTEE MEETINGS. The Executive Committee meetings shall be called by the Executive Director with approval by the Chair, or by joint agreement of three Executive Committee Members that includes at least one Officer.
3.4 STANDING COMMITTEE MEETINGS. Standing Committees shall meet as necessary at the call of the Committee Chairperson to accomplish tasks in their respective areas of interests and assignments.
3.5 NOTICE OF MEETINGS. Notice of meetings of the Board and Executive Committee shall be served by the Executive Director in writing to each member with minimum notice of two (2) business days. Use of e-mail is encouraged along with general use of the CEIE web site for posting of information.
3.6 QUORUM. A quorum is established at Board meetings by one-half of currently serving Directors present including a minimum of one (1) Officer present.
3.7 VOTING. At all meetings of the Board or Committees, all questions for which the manner of deciding is not specifically required by law shall be determined by a majority of the Directors present.
3.8 ORDER. Robert’s Rules of Order shall govern the conduct for CEI meetings. The agenda for Board meetings shall be recommended by the Executive Director and determined by the Chair, or the Vice Chair in the absence of the Chair.
3.9 OBSERVERS. Directors may attend Committee meetings if approved by the Chair of the Board or the Committee Chairperson, but only Committee members may vote at the meeting.
3.10 POLLING IN LIEU OF BOARD MEETINGS. Urgent Board issues which may arise between meetings of the Board may be addressed by mail (or e-mail) ballot after each Director receives in writing from the Executive Director or Chair an explanation of the issue on which the vote is to be taken.
3.11 ATTENDANCE AT MEETINGS. It is in the best interest of all Directors that the fullest participation and attendance at all Board meetings be achieved whenever possible; but the use of electronic conferencing for meeting attendance and voting requirements is permissible without physical attendance.
SECTION 4 | DUTIES OF OFFICE
4.1 BOARD. The Board of Directors: shall be responsible for the general management of the affairs and business of the CEI; may adopt such rules and regulations for the conduct of Board meetings and management of the CEI as they may deem proper and not inconsistent with the Bylaws and the laws of the Commonwealth of Virginia; and maintain close relationships with the GMU leadership and faculty to promote exchanges of views to foster mutual interests regarding the promotion and furtherance of CEI purposes.
4.2 EXECUTIVE COMMITTEE. The Executive Committee shall assist the Chair and Executive Director in developing the vision, short-term and long-term goals, and the agenda to include recommended strategies and tactics to achieve the CEI purposes; among other related assignments as may be assigned by the Chair. The Executive Committee will also serve as a resource to the Officers to provide timely guidance to complement Board level communications, expectations, and outcome.
4.3 STANDING COMMITTEES. The duties of the Standing Committees include activities as follows:
4.3.1 The Membership Committee shall promote programs to sustain and increase membership in concert with the goals and objectives of the CEI. Periodically the committee will evaluate the value of CEI membership and make recommendations to the Board on programs or other changes that could improve membership value.
4.3.2 The Alumni Committee shall assist CEIE in maintaining strong connections with graduates of the program. They will assist the department in organizing and conducting periodic meetings with alumni to keep graduates aware of developments in the program, and to encourage alumni involvement in CEI. They will also serve as a liaison with the Volgenau School of Engineering alumni association.
4.3.3 The Internships, Scholarships, and Fellowships Committee shall promote and manage the internship program, recommend and establish scholarships, fellowships and related programs, among other related duties as assigned by the Board of Directors or the Chair. The committee will assist as requested by the Department in the selection of CEI scholarship recipients.
4.3.4 The Curriculum and Programs Committee shall promote civil engineering curriculum and related programs, among other related duties as assigned by the Board of Directors or the Chair. The committee will recommend continuing education programs that could be conducted with assistance of CEIE that will benefit practicing engineers within the community. During the periodic ABET re-accreditation process, be the primary interface with CEIE as it prepares documents and demonstrates industry involvement in the program.
4.3.5 The Bylaws, Nominating, and Awards Committee shall be responsible for developing, along with recommending changes, updates as well as recommending adoption of these CEI Bylaws in accordance with Section 8. Also, the Committee shall receive nominations for Officers and Directors on an annual basis, presenting same to the Board of Directors in accordance with Section 1. Annually, it will review Director attendance at Board meetings and make a recommendation to the Board if good cause exists to ask for a Director to resign before completion of a normal term. It shall also administer Institute awards and recommend awardees to the Board.
4.4 OFFICERS. The duties of the Officers of CEI shall be as follows:
4.4.1 The Chair shall: preside at all meetings of the Board and Executive Committee; have the authority to appoint committees; and call regular and special meetings of the Board and the Executive Committee, with the consultation and recommendations of the Executive Director in accordance with these Bylaws.
4.4.2 The Vice Chair shall: perform and exercise those duties and powers normally held by the Chair at times during the absence of the Chair or the inability of the Chair to render and perform duties, as set forth in these Bylaws.
4.4.3 The Treasurer shall: develop and propose for Board approval a yearly budget that identifies all expected revenue and expenses; solicit membership renewals; deposit all receipts of CEI funds expeditiously into the GMU Foundation for handling and investment; authorize disbursement of CEI funds held by the GMU Foundation in accordance with an approved budget or properly approved Board action; make available at all reasonable times the books and accounts; present financial status, analyses, and reports during Board and Committee meetings; and maintain the official membership rolls of CEI.
4.4.4 The Executive Director shall: direct the activities of the CEI, performing administrative and fiscal duties as necessary to fulfill the purposes of the CEI; have the power to sign documents in the name of CEI; see that the books, reports, and certificates required by the Bylaws and laws of the Commonwealth of Virginia are properly kept and filed; authorize disbursement of CEI Funds held by the GMU Foundation in accordance with Board approved spending limits and an approved budget; serve as Secretary; give and serve all notices of the CEI; be the custodian of CEI records and of the seal and affix the latter when required; present to the Board and Executive Committee at their stated meetings, official communications between the CEI and other parties; attend to all correspondence of the CEI; and assist the Board, Committees, and Officers with information to foster their deliberations and determinations.
SECTION 5 | NOMINATIONS AND ELECTIONS
The Bylaws, Nominating, and Awards Committee shall, each year, present a slate of nominated Directors during the Annual Meeting for consideration of the membership. The slate may be comprised of nominees from the Members, the Board of Directors, or the faculty of the civil engineering program in accordance with Section 1.3. Additional nominations may also be accepted from the floor at that time. Upon receiving concurrence from the nominees, the Members present at the Annual Meeting shall elect the Directors by majority vote as appropriate.
SECTION 6 | COMPENSATION OF OFFICERS
No Director, Officer, or Member of CEI shall receive salary or compensation except: the Executive Director, faculty of George Mason University, and students may receive compensation for services determined by the Board of Directors in accordance with the purposes of CEI.
SECTION 7 | ELIGIBILITY
No Director, Officer, or spouse, sibling, or child of any Director, Officer, or CEI Member shall be eligible to receive any financial awards, grants, gifts, or other property or assets from the CEI.
SECTION 8 | AMENDMENTS
These Bylaws may be altered, amended, repealed, or added to by a three-fourths vote of the Board of Directors present during a meeting held in accordance with these Bylaws.
SECTION 9 | HISTORY
These Bylaws were adopted January 4, 2005, and amended: February 8, 2005; November 5, 2008; and March 4, 2015.