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ANDBY-LAWS AND RULESof the CONSTITUTION AND BY-LAWS Each unit may adopt its own By-Laws for the conduct of affairs,
provided such By-Laws are in harmony with the Constitution, By-laws and Rules of
the Society, and are approved by the Membership Council, and provided also that
every publication of such By-laws be prefaced with a copy of this rule. ARTICLE I
SEC. 1. NAME. The name of this Section shall be Tennessee Section of the ARTICLE III MEMBERSHIP AND DUES SEC. 1. MEMBERSHIP. A membership in this Section shall include only members of the AMERICAN SOCIETY OF AGRICULTURAL ENGINEERS in good standing and of any grade residing in the territory of the Section. Members of the Society may become members of this Section without the payment of an admission fee. SEC. 2. DUES AND ASSESSMENTS. There shall be no Section dues. Special assessments for specific purposes may be levied by the Section on the membership of this Section from time to time. However, special assessments shall not exceed TWENTY AND NO/iCC ($20.00) DOLLARS per year per member. ARTICLE IV MEMBERSHIP MEETINGS SEC. 1. PLACE. Meetings of the members of the Section shall be held at such place, either within or without the Territory as may, from time to time, be designated by the Executive Committee and stated in a notice of the meeting. SEC. 2. ANNUAL MEETING. An annual meeting of the members of the Section shall be held each year for the election of Officers and for the transaction of such other business as may be brought before the meeting. SEC. 3. SPECIAL MEETINGS. Special business meetings of the voting members may be called on the order of the Chairman or by a majority of the Executive Committee, or shall be called by the Secretary/Treasurer upon a written request of 25 percent of the Section membership. SEC. 4. NOTICE. Written notice of all business meetings of the voting members shall be mailed or delivered to each member at least thirty (30) days prior to the meeting. Notice of any special meeting shall state in general terms the purposes for which the meeting is to be held. Attendance at any meeting of the voting members, in person or by proxy, shall constitute a waiver of notice of such meeting. SEC. 5. QUORUM. Twenty percent of the members, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all business meetings of the voting members; but if there be less than a quorum, a majority of the voting members present or represented may adjourn the meeting from time to time. SEC. 6. VOTING. At all business meetings of the members, each member shall be entitled to one vote, in person or by proxy, and a majority of the votes cast on any question shall control, provided that a quorum is present. The members may also, at the direction of the Executive Committee, cast votes by mail on any issue such members are entitled to vote upon. SEC. 7. CHAIRMAN OF MEETING. The Chairman, or in his absence, Chair-Elect or a Vice Chairman shall preside at all business meetings of the voting members, and, in the absence of the Chairman, Chairman-Elect or Vice Chairman, the Executive Committee may appoint any voting member to act as chairman of the meeting. SEC. 8. SECRETARY OF MEETING. The Secretary/Treasurer of the Section shall act as Secretary of all business meetings of the members; and in his absence, the chairman may appoint any person to act as Secretary of the meeting. ARTICLE V EXECUTIVE COMMITTEE SEC. 1. MANAGEMENT OF CORPORATION. The property, business and affairs of the Section shall be managed and controlled by the Executive Committee. SEC. 2. NUMBER, CLASSIFICATION, AND TERM OF OFFICE. The Executive Committee shall consist of: (1) Chair, (2) Chair-Elect, (3) Vice-Chair - Programs, (4) Secretary/Treasurer, (5) Vice-Chair - Memberships, (6) Vice-Chair - Public Relations, (7) Vice-Chair - Awards. They shall serve for the fiscal year they are elected and until a successor is elected and installed. SEC. 3. VACANCY. Whenever any vacancy shall occur in the Executive Committee, by reason of death, resignation, or increase in the number of committee members or otherwise, it may be filled by a majority of the remaining committee members, though less than a quorum, for the balance of the term except that, in the case of an increase in the number of committee members, such vacancy may be filled only until the next annual meeting of members, at which time the vacancy shall be filled by the vote of the members. SEC. 4. ANNUAL MEETINGS. The annual meeting of the Executive Committee, of which no notice shall be necessary, shall be held immediately following the annual meeting of the voting members or immediately following any adjournment thereof for the purpose of the organization of the Executive Committee for the ensuing year and for the transaction of such other business as may be conveniently and properly brought before such meeting. SEC. 5. SPECIAL MEETINGS. Special meetings of the Executive Committee may be called by order of the Chairman of the Executive Committee, the Chairman-Elect, or Vice Chairman, by one-third (1/3) of the committee members. The Secretary/Treasurer shall give notice of the time, place, and purpose or purposes of each special meeting by mailing the same at least two days before the meeting or by telephoning or telegraphing the same at least one day before the meeting to each committee member. Attendance at any special meeting, in person, shall constitute a waiver of notice of such meeting. SEC. 6. CONDUCT OF MEETINGS. At meetings of the Executive Committee, the Chairman, Chairman-Elect, or a designated Vice Chairman shall preside. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, hereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every committee member shall be present, even though without any notice, any business may be transacted. SEC. 7. MANIFESTATION OF DISSENT. Committee members of the section who are present at a meeting of the Executive Committee at which action of any Section matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary/Treasurer of the Section within thirty (30) days after the adjournment of the meeting. Such right to dissent shall not apply to committee members who voted in favor of such action. ARTICLE VI COMMITTEES SEC. 1. COMMITTEES. The Section shall provide for the following standing committees. (a) Membership. (b) Program (c) Career Guidance.
SEC. 2. OTHER COMMITTEES. The Executive Committee may also appoint from the membership such other committees as they may determine. Such committees shall have powers and duties as shall from time to time be prescribed by the Executive Committee. The Chairman shall be a member ex-officio of each committee appointed by the Executive Committee. SEC. 3. RULES OF PROCEDURE. A majority of the members of any committee may fix its rules of procedure. All action by any committee shall be reported to the Executive Committee at a meeting succeeding such action and shall be subject to revision, alteration, and approval by the Executive Committee. ARTICLE VII OFFICERS SEC. 1. ELECTION. The membership shall elect at the annual meeting the officers of the Section who shall be the Chairman, Chair-Elect, Vice Chair for Programs, Secretary/Treasurer, Vice Chair for Membership, Vice Chair for Public Relations, and Vice Chair for Awards. SEC. 2. REMOVAL. In its discretion, the Executive Committee, by the vote of a majority of the whole committee, may leave unfilled for any such period as it may fix by resolution any office except that of Chairman, Secretary/Treasurer. Any officer or agent shall be subject to removal at any time by the affirmative vote of a majority of the whole Executive Committee. Any officer, agent, or employee, other than officers appointed by the Executive Committee, shall hold office at the discretion of the officer appointing them. SEC. 3. DUTIES OF CHAIRMAN. The Chairman of Executive Committee shall be the chief executive and administrative officer of the Section. He shall preside at all meetings of the members and the Executive Committee. He shall exercise such duties as customarily pertain to the office of the Chairman and shall have general and active supervision over the property, business and affairs of the Section and over its several officers. He may appoint officers, agents, or employees other than those appointed by the Executive Committee. He may sign, execute, and deliver in the name of the Section powers of attorney, contracts, bonds, and other obligations and shall perform such other duties as may be prescribed from time to time by the Executive Committee or by the ByLaws. (Also see ARTICLE VIII, SEC. 3) SEC. 4. DUTIES OF CHAIR-ELECT. The Chair-Elect shall have such powers and perform such duties as may be assigned by the Executive Committee or the Chairman. In the absence or disability of the Chairman, the Chair-Elect shall perform the duties and exercise the powers of the Chairman. SEC. 5. DUTIES OF VICE CHAIRMEN. The Vice Chairmen shall have such powers and perform such duties as may be assigned to them by the Executive Committee or the Chairman. In the absence or disability of the Chairman and Chair-Elect, the Vice Chairman designated by the Executive Committee, Chairman or Chair Elect shall perform the duties. SEC. 6. SECRETARY/TREASURER. The Secretary/Treasurer shall keep the minutes of all meetings of the members, and of the Executive Committee, and to the extent ordered by the Executive Committee or the Chairman, the minutes of meetings of all committees. He shall cause notice to be given of meetings of members, Executive Committee, and of any committee appointed by the Executive Committee. He shall have the general charge of the records, documents, and papers of the Section not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any committee member. He may sign or execute contracts with the Chairman or a Vice Chairman thereunto authorized in the name of the Section and affix the seal of the Section thereto. He shall perform such other duties as may be prescribed form time to time by the Executive Committee or by the By-Laws. The Secretary/Treasurer also shall have general custody of all the funds and securities of the Section and have general supervision of the collection and disbursement of funds of the Section. He shall endorse on behalf of the Section for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Section in such bank or banks or depositaries as the Executive Committee may designate. He may sign, with the Chairman, or such other person or persons as may be designated for the purpose by the Executive Committee, or alone if so authorized by the Executive Committee, all bills of exchange or promissory notes of the Section. He shall enter or cause to be entered regularly in the books of the Section full and accurate account of all monies received and paid by him on account of the Section; shall at all reasonable times exhibit his books and accounts to any committee member of the Section during business hours, and whenever required by the Executive Committee or the Chairman shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Executive Committee or by the By-Laws. Upon the request of the Executive Committee, he shall give bond for the faithful performanance of his duties in such sum and with such surety as shall be approved by the Executive Committee. SEC. 7. BANK ACCOUNTS. In addition to such bank accounts as may be authorized in the usual manner by resolution of the Executive Committee, the Treasurer with the approval of the Chairman may authorize such bank accounts to be opened or maintained in the name and on behalf of the Section as he may deem necessary and appropriate. Payments from such bank accounts are to be made upon and according to the check of the Section which may be jointly or singly be either the manual or facsimile signatures of such officer or bonded employee as shall be specified in the written instructions of the Secretary/Treasurer with the approval of the Chairman of the Section. SEC. 8. VACANCY. Except as provided in ARTICLE V, SEC. 3, in case any office shall become vacant, the Executive Committee shall have power to fill such vacancy. In case of the absence or disability of any officer, the Executive Committee may delegate the power or duties of any officer to another officer or a director for the time being. ARTICLE VIII MISCELLANEOUS SEC. 1. FISCAL YEAR. The fiscal year of this Section shall be July 1 through June 30. SEC. 2. WAIVER OF NOTICE. Any notice required to be given to any member, committee member or officer under the provisions of these By-Laws or otherwise, may be waived in writing by the member, committee member, or officer. SEC. 3. COMPLIANCE WITH AMERICAN SOCIETY OF AGRICULTURAL ENGINEERS' CONSTITUTION. This Constitution and By-Laws and the operations of this Section are expressly subject to provisions of the Constitution and By-Laws of AMERICAN SOCIETY OF AGRICULTURAL ENGINEERS, as amended from time to time. SEC. 4. RULES OF ORDER. Except as modified herein, this section shall be governed under Robert's Rules of Order. ARTICLE IX AMENDMENT SEC. 1. This Constitution and By-Laws may be amended upon a majority vote of the Executive Committee of this Section and a favorable vote of two-thirds (2/3) of the Section members voting. Such a vote may be made by letter ballot or by vote at a meeting of the Section at which a quorum is present. ARTICLE X No part of the net earnings of the Section shall inure to the benefit of or be distributable to its members, officers, or other private persons, except that the Section shall be authorized and empowered to pay reasonable compensation of services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Section shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Section shall not participate in, or intervene in Cincluding the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Section shall not carry on any other activities not permitted to be carried on (a) by a Section exempt from Federal Income tax under Section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Upon the dissolution of the Section, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Section, forward all of the assets of the Section to the National Office of the AMERICAN SOCIETY OF AGRICULTURAL ENGINEERS. ARTICLE XI PROFESSIONAL PRACTICE Sec. 1. In all professional and business relations the members of the Section shall be governed by the Code of Ethics for Engineers incorporated in the By-Laws of the Society. RULES Preface: These operating rules are provided as guidance to the Executive Committee.ARTICLE A, OFFICERS Par. 1. The officers of the Section shall consist of the Chairman, Chair-Elect, Vice-Chair for Programs, Secretary/Treasurer, Vice-Chair for Membership, Vice-Chair for Public Relations, and Vice-Chair for Awards. Each qualified voter shall be entitled to vote for a candidate for each position. Par. 2. The Officers of the Section shall perform the duties regularly and customarily attached to such office and such duties as may be required by the Executive Committee and the By-Laws and Rules of the Section. Par. 3 Par. 4. The Vice-Chair for Programs shall be the Chairman of the Meeting Par. 5. Each elected officer shall be instructed to transmit to the incoming officer all files and records pertaining to his Section activities.Par. 6. The Executive Committee. transmit all Section Secretary/Treasurer. Secretary/Treasurer of the Section shall be The Secretary/Treasurer shall at the close files, records, and other materials the Secretary of the of his term in office to the incoming Par. 7. The Secretary/Treasurer of the Section shall be the legal custodian
of all Section funds. The Secretary/Treasurer shall at the close of his term in
office transmit all monies and records together with the Audit Committee report
to the incoming Secretary/Treasurer. Par. 9. In the event of a tie vote in the election of any officer, the presiding officer at the annual business meeting shall cast the deciding vote. Par. 10. A member in office shall not be eligible for immediate reelection to the same office at the expiration of the term except the Secretary/Treasurer. ARTICLE B, ELECTION OF NOMINATING COMMITTEEPar. 1. The Section shall annually elect a regular Nominating Committee consisting of one representative of each grand division of the State. It shall be the duty of this Nominating Committee to select candidates from the Section membership for the elective offices to be filled at the conclusion of the Annual Meeting and candidates for the new regular Nominating Committee. Par. 2. Members in office shall continue in their respective offices until their successors have been elected or appointed and have accepted their offices. ARTICLE C, COMMITTEES Par. 1. Upon taking office the Chairman shall appoint, subject to the approval of the Executive Committee, such administrative and professional committees of not less than three members to assist in the conduct of the affairs of the Section and to investigate and report upon subjects of agricultural engineering interest as may be deemed desirable. Par. 2. Each committee shall perform duties as assigned by the Executive Committee or required by the By-Laws and Rules. Par. 3. Chairmen of Administrative and Professional Committees may request additional members to serve on their committees. Par. 4. On or before each Annual Meeting each committee shall deliver to the Secretary/Treasurer a written report of its work to become a part of the record of the Section's activities. ARTICLE D, COMMITTEES Par. 1. Administrative Committees shall normally be, but not necessarily, limited to the following: a. Meeting Committee.b. Membership Committee. c. Student Recruiting Committee. CODE OF ETHICS FOR ENGINEERS* Foreword Honesty, Justice, and courtesy form a moral philosophy which, associated with mutual interest among men, constitutes the foundation of ethics. The engineer should recognize such a standard, not in passive observance, but as a set of dynamic principles guiding his conduct and way of life. It is his duty to practice his profession according to this Code of Ethics. As the keystone of professional conduct is integrity, the engineer will discharge his duties with fidelity to the public, his employers, and clients, and with fairness and impartiality to all. It is his duty to interest himself in public welfare, and to be ready to apply his special knowledge for the benefit of mankind. He should uphold the honor and dignity of his profession and also avoid association with any enterprise of questionable character. In his dealings with fellow engineers he should be fair and tolerant. *As prescribed in Article B1 5 of the By-Laws of the Society. Professional Life Sec. 1. The engineer will cooperate in extending the effectiveness of the engineering profession by interchanging information and experience with other engineers and students and by contributing to the work of engineering societies, schools, and the scientific and engineering press. Sec. 2. He may advertise professional services only in keeping with guidelines under Article B1 5 of the Society By-Laws. He will avoid all conduct or practice likely to discredit or do injury to the dignity and honor of his profession. Relations With The Public Sec. 3. The engineer will endeavor to extend public knowledge of engineering, and will discourage the spreading of untrue, unfair, and exaggerated statements regarding engineering. Sec. 4. He will have due regard for the safety of life and health of the public and employees who may be affected by the work for which he is responsible. Sec. 5. He will express an opinion only when it is founded on adequate knowledge and honest conviction while he is serving as a witness before a court, commission, or other tribunal. Sec. 6. He will not issue ex parte statements, criticisms, or arguments on matters connected with public policy which are inspired or paid for by private interests, unless he indicates on whose behalf he is making the statement.Sec. 7. He will refrain from expressing publicly an opinion on an engineering subject unless he is informed as to the facts relating thereto. Relations With Clients and Employers Sec. 8. The engineer will act in professional matters for each client or employer as a faithful agent or trustee. Sec. 9. He will act with fairness and justice between his client or employer and the contractor when dealing with contracts. Sec. 10. He will make his status clear to his client or employer before undertaking an engagement if he may be called upon to decide on the use of inventions, apparatus, or any other thing in which he may have a financial interest. Sec. 11. He will guard against conditions that are dangerous or threatening to life, limb, or property on work for which he is responsible, or if he is not responsible, will promptly call such conditions to the attention of those who are responsible. Sec. 12. He will present clearly the consequences to be expected from deviations proposed if his engineering judgement is overruled by nontechnical authority in cases where he is responsible for the technical adequacy of engineering work. Sec. 13. He will engage, or advise his client or employer to engage, and he will cooperate with, other experts and specialists whenever the client's or employers's interests are best served by such service. Sec. 14. He will disclose no information concerning the business affairs or technical processes of clients or employers without their consent. Sec. 15. He will not accept compensation, financial or otherwise, from more than one interested party for the same service, or for services pertaining to the same work, without the consent of all interested parties. Sec. 16. He will not accept commissions or allowances, directly or indirectly, from contractors or other parties dealing with his client or employer in connection with work for which his is responsible.
e. Finance Committee. f. Resolutions Committee. g. Professional Agricultural Engineering Registration Committee. h. Scholarship Committee. i. Awards Committee.
b. Structures and Environment Committee.
Par. 1. The Chairman shall instruct the Secretary to inform in writing, all Section members of changes in the Constitution and By-Laws. Par. 2. This Constitution By-Laws and Rules shall supersede all previous rules of the Section, and shall go into effect upon announcement of its adoption. ARTICLE G, MEETING OF THE SECTION Par. 1. The Meeting Committee may appoint special local committees as necessary to conduct the Annual or General Meeting. |
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