BY-LAWS OF THE CATOCTIN BRANCH OF THE MARYLAND SECTION

AMERICAN SOCIETY OF CIVIL ENGINEERS

(Adopted May 25, 2011)

Article 1. General

1.1 Name. The name of this organization shall be the Catoctin Branch, of the Maryland Section, American Society of Civil Engineers (ASCE) (hereinafter referred to as the Catoctin Branch).

1.2 Objective. The objective of the Catoctin Branch shall be the advancement of the science and profession of engineering in a manner consistent with the purpose of the American Society of Civil Engineers (hereinafter referred to as the "Society").

1.3 Authority. The actions of the Catoctin Branch shall be consistent with the provisions as set forth in the Constitution and Bylaws of the Maryland Section and with these Bylaws.

Article 2: Area and Membership

2.1 Area. The area of the Catoctin Branch shall be the counties of Garrett, Allegheny, Washington, Frederick, Carroll and a portion of Howard.

2.2 Assigned Members. All members of the Society of all grades, whose addresses of record are within the boundaries of the Catoctin Branch, as defined by the Society, shall be Assigned Members of the Catoctin Branch.

2.3 Subscribing Members. All members of the Society of all grades, who subscribe to the Bylaws of the Catoctin Branch, and who have paid the current dues of the Branch, shall be Subscribing Members of the Catoctin Branch.

2.3.1 Rights of Subscribing Members. Only Subscribing Members of the Catoctin Branch who meet the requirements of the Society’s governing documents shall be eligible for election to Catoctin Branch office, or to vote in Catoctin Branch elections.

Article 3: Separation from Membership

3.1 Separation from Membership. Members who cease to be members of the Maryland Section, for any reason, shall cease to be members of the Catoctin Branch.

Article 4: Dues

4.1 Branch Dues. There will be no additional dues for Catoctin Branch members beyond those for membership in the Maryland Section, which are collected by the Society. The Maryland Section will establish a budget for the Catoctin Branch based on the number of dues-paying Maryland Section members within the Catoctin Branch Area noted in Article 2.1 above. The Maryland Section shall periodically forward the Catoctin Branch’s portion of the collected Maryland Section dues to the Catoctin Branch Treasurer.

Article 5: Management

5.1 Board of Directors. The governing body of the Catoctin Branch shall be a Board of Directors. The Board shall be responsible for the supervision, control and direction of the Catoctin Branch, and shall manage the affairs of the Catoctin Branch in accordance with the provisions of the Catoctin Branch's governing documents, subject to the control of the Section.

5.2 Budget. The Catoctin Branch activities shall be based on a budget proposed by the Catoctin Branch Board of Directors and approved by the Maryland Section Board of Directors.

5.3 Duties of the Board of Directors. Duties of the Board of Directors shall include management of the Catoctin Branch, overseeing the various activities within the Catoctin Branch, and communicating with the Section.

5.4 Duties of the Officers. The duties of officers shall be those usual for such officers.

5.5 Annual Report. The Board of Directors shall oversee the preparation of the Catoctin Branch Annual Report, which shall be submitted to the Maryland Section in accordance with published requirements.

Article 6: Officers and Directors

6.1 Officers. The Officers of the Catoctin Branch shall be the President, the Past President, the Vice President, the Secretary and the Treasurer.

6.2 Directors. There shall be two (2) elected At-Large Directors.

6.3 Board of Directors. The Board of Directors shall consist of the Officers and the two (2) elected At-Large Directors.

6.4 Qualifications. Qualifications for elected office in the Branch shall be the same as qualifications for Section office.

6.5 Terms. All Officers and Directors except for the Past President shall be elected for terms of two (2) years, which terms shall begin at the close of the Catoctin Branch Annual Meeting and continue until their successors are elected and assume the offices.

6.5.1 Term of the Past President. The term of office for the Past President shall be for two (2) years. The President shall succeed to the office of Past President at the close of the Catoctin Branch Annual Meeting where election results have been reported.

6.6 Vacancies. The Vice-President shall fill a vacancy in the office of President. In the event the Past President position becomes vacant, the latest active resident Past President available and willing to serve shall assume the position. Other vacancies shall be filled for the unexpired term by appointment by the Catoctin Branch Board of Directors.

Article 7: Elections

7.1 Branch Nominating Committee. The Nominating Committee shall publish notice of open positions to the Branch membership at least two (2) weeks prior to the election and set the date by which nominations must be received. The names of candidates for nomination shall be submitted to the Nominating Committee from within the Branch membership in a form prescribed by the Nominating Committee. No person shall be a candidate for more than one (1) office per election cycle. The Nominating Committee shall choose one (1) or more candidates for election to each office, except the office of Past President, and obtain the consent of each nominee to serve if elected. In addition, candidates may be nominated by written petition containing five (5) signatures of Subscribing Members. The Nominating Committee shall set the date by which nominations must be received.

7.2 Ballots. In a contested election, the Catoctin Branch Secretary shall send a ballot, containing a list of all nominees, petition nominees, and a space for a write-in vote for another candidate for each office, to each Subscribing Member of the Catoctin Branch at least thirty (30) days prior to the Catoctin Branch Annual Meeting. The ballot shall specify a due date for its return. For an uncontested election, the Board of Directors will determine the procedures the Branch will follow during balloting.

7.3 Tallying the Ballots. Ballots returned to the Catoctin Branch Secretary up to the time of counting should be opened and counted by the Catoctin Branch Secretary. The results shall be reported to the Board of Directors. For each office the candidate receiving the highest number of votes cast shall be declared elected.

Article 8: Meetings

8.1 Membership Meetings.

8.1.1 Annual Membership Meeting. The Annual Membership Meeting shall be held each May on such date and at such place as the Branch Board of Directors shall designate.

8.1.2 Regular Meetings. Regular meetings will be held during the months of September through November and January through May. Meetings may also be held during summer months at the discretion of the Board of Directors.

8.1.3 Special Meetings. Special meetings shall be called at the discretion of the Board of Directors; or by the President upon written request of at least five (5) Subscribing Members.

8.1.4 Meeting Notice. Notice of call for a Catoctin Branch meeting shall be sent to all Subscribing Members of the Catoctin Branch not less than fourteen (14) days in advance of the meeting.

8.1.5 Quorum at Branch Meetings. At all meetings where business is transacted, six (6) Subscribing Members shall constitute a quorum.

8.2 Board of Directors Meetings

8.2.1 Quorum. A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

8.3 Parliamentary Authority. All business meetings of the Catoctin Branch and subsidiary organizations and meetings of the Board of Directors shall be governed by Robert's Rules of Order, Newly Revised, except where these rules are not applicable or are inconsistent with the Bylaws of the Catoctin Branch, the Maryland Section Constitution and Bylaws, or the Society's governing documents.

Article 9: Subsidiary Organizations and Committees

9.1 Subsidiary Organizations. Subsidiary organizations may be formed within the Catoctin Branch, consistent with the purposes of the Section and Branch, and in accordance with the provisions of these Bylaws. Subsidiary organizations may be, but are not limited to, Younger Member Forums/Groups and Technical Groups/local Institute Chapters. Names of subsidiary organizations shall be as set forth in the Society's governing documents.

9.1.1. Formation. Formation of Subsidiary Organizations shall be subject to the approval of the Catoctin Branch Board of Directors, the Maryland Section Board of Directors, and such other requirements as may be established by the Society. Bylaws of Subsidiary Organizations shall be approved by the Catoctin Branch and Maryland Section Boards of Directors before becoming effective.

9.1.2. Process for Formation. Procedures for forming a Subsidiary Organization shall be as follows:

9.1.2.1 A Subsidiary Organization shall be proposed by submission of a written proposal to the Catoctin Branch Board of Directors with the name, objectives, officers, and brief comments on how the Subsidiary Organization will be of advantage to members in the Catoctin Branch. Those proposing an Institute Chapter shall also contact the appropriate Society Institute and comply with the Institute rules for creating a Chapter.

9.1.2.2 Following approval of the Catoctin Branch Board of Directors, the proposal shall be forwarded to the Maryland Section Board of Directors for their review and approval.

9.1.2.3 Following the approval of the Maryland Section Board of Directors, those proposing a Subsidiary Organization shall prepare and submit Bylaws to the Catoctin Branch Board for the operation of the organization.

9.1.2.4 Approval of the Subsidiary Organization Bylaws by the Catoctin Branch and Maryland Section Boards of Directors shall be obtained to activate the Subsidiary Organization. Approval must also be obtained from the appropriate Institute to activate an Institute Chapter.

9.1.3 Budget. Each Subsidiary Organization shall submit an annual budget and financial statement to the Catoctin Branch Board of Directors for approval.

9.1.4 Annual Report. Each Subsidiary Organization President or Chair shall submit an annual written report to the Catoctin Branch Board of Directors on the activities and programs of the organization. This Annual Report, including a financial statement, shall be suitable for incorporation into the Catoctin Branch's Annual Report to the Maryland Section.

9.1.5 Level of Activity. Each Subsidiary Organization shall hold a minimum of two (2) events per year. Any Subsidiary Organization that does not maintain the minimum activity level for two (2) successive years, or does not have five (5) Subscribing Members on its rolls for two (2) successive years, shall be automatically disbanded. Assets of a disbanded Subsidiary Organization shall be assumed by the Catoctin Branch.

9.2 Committees

9.2.1 Standing Committees. The Catoctin Branch shall have the following standing committees:

Nominating Committee

Program Committee

Student/Community Affairs Committee

Technical Activities Committee

Membership Committee

9.2.1.1 Nominating Committee. The Past President shall chair the Nominating Committee and shall appoint four (4) other members to serve on the Committee. All members shall be Subscribing Members of the Branch and voting members of the Society. Members of the Nominating Committee cannot be nominated for office.

9.2.1.2 Program Committee. The Program Committee shall consist of a minimum of three (3) members. The committee will develop the agenda and select the venue location for the periodic meetings. The program may be of a technical nature developed in consultation with the Technical Activities Committee or may be a program selected for general interest to the membership without the need for support from the Technical Activities Committee.

9.2.1.3 Student/Community Affairs Committee. The Student/Community Affairs Committee shall consist of a minimum of three (3) members. This committee shall coordinate the interfacing of the Catoctin Branch with local school districts for activities such as mentoring programs, internships, career fairs and clubs. The committee shall also foster Catoctin Branch activities that will allow the membership to promote an understanding of Civil Engineering to the greater community.

9.2.1.4 Technical Activities Committee. The Technical Activities Committee shall consist of a minimum of three (3) members. This committee shall prepare programs of a technical nature for presentation at either regular meetings or special meetings. Programs satisfying continuing education requirements for state licensure shall fall within the jurisdiction of this committee.

9.2.1.5 Membership Committee. The Membership Committee shall consist of a minimum of three (3) members. This committee shall foster the growth of active membership in the branch. The committee will foster participation in Branch programs and Catoctin Branch leadership by the assigned membership. The committee will also foster recruitment into the Society of local civil engineers who are not Society members.

9.2.1.6 Terms of Standing Committee Members. Unless otherwise specified, members and Chairs of the standing committees will be appointed by the Catoctin Branch President at the beginning of the President's term, shall be Subscribing Members of the Catoctin Branch in good standing, and shall serve a two (2) year term.

9.2.2 Task Committees. The Catoctin Branch President may appoint task committees as deemed necessary. The terms of Task Committee members shall end at the end of the term of office of the Catoctin Branch President.

Article 10: Administrative Provisions

10.1 Proper Use of Section Resources. No part of the net earnings of the Catoctin Branch shall inure to the benefit of, or be distributable to its Directors, Officers, or any other private persons, except that the Catoctin Branch shall be authorized and empowered to pay reasonable reimbursements, payments or compensation for services rendered in furtherance of the purposes set forth above.

10.2 Limitations on Political Activity. No substantial part of the activities of the Catoctin Branch shall be carrying on propaganda or otherwise attempting to influence legislation, and the Catoctin Branch shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. The Catoctin Branch shall not carry on any activities prohibited by the provisions of the Society's governing documents.

10.3 Conflict of Interest. A Conflict of Interest shall be defined as any activity, transaction, relationship, service, or consideration which is, or appears to be, contrary to the best interest of the Catoctin Branch, the Maryland Section, or the Society, or in which the interests of an individual or another organization has the potential to be placed above those of the Catoctin Branch, the Maryland Section or the Society. Any interested individual must disclose the existence of any actual or possible conflict of interest and all material facts to the Catoctin Branch entity considering the proposed transaction. Action to address the conflict shall be taken by either the interested individual or the Catoctin Branch entity.

10.4 Distribution of Branch Assets. Upon dissolution of the Catoctin Branch, the assets remaining after the payment of the debts of the Catoctin Branch shall be distributed to such organization or organizations organized and operated exclusively for charitable, educational, literary, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code, as the Catoctin Board of Directors shall determine, and in the absence of such designation they shall be conveyed to the Maryland Section.

Article 11: Amendments

11.1 Process. These Bylaws may be amended only by the following procedure:

11.1.1 Proposal. An amendment to these Bylaws may be proposed by any member of the Board of Directors, or by a written petition submitted to the Catoctin Branch Secretary, containing the text of the amendment, signed by not less than ten (10) Subscribing Members of the Catoctin Branch.

11.1.2 Approval. The proposed Bylaws amendment(s) shall be approved by not less than a majority of the Catoctin Branch Board of Directors and submitted to the Maryland Section Board of Directors for review and approval.

11.1.3 Notice of Adoption. Upon approval by the Maryland Section Board of Directors, the proposed Bylaws amendment(s) shall be submitted to the Catoctin Branch membership for a vote of approval. A simple majority will constitute approval.