Constitution

Constitution of the Wisconsin Section
American Society of Civil Engineers

Constitution and Bylaws Adopted December 1974

Amended December 1975, February 1981, April 1986,
September 1997, and August 2011

Article 1
Article 2
Article 3
Article 4
Article 5
Article 6
Article 7
Article 8
Article 9
Article 10
Article 11

ARTICLE 1

General

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

1.2 Objective. The objective of the Wisconsin Section shall be the advancement of the science and profession of engineering to enhance the welfare of all people in a manner consistent with the objective of the American Society of Civil Engineers (hereinafter referred to as the “Society”).

ARTICLE 2

Area and Membership

2.1 Area. The area of the Wisconsin Section shall be the state of Wisconsin, except for Ashland, Bayfield, Burnett, Douglas, Sawyer, and Washburn Counties, which are a part of the Duluth Section.

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

2.3 Subscribing Members. All members of the Society, of all grades, who subscribe to the Constitution and Bylaws of the Wisconsin Section, who have paid the current dues of the Section or who are exempt by Article 4, shall be Subscribing Members of the Section.

2.3.1 Rights of Subscribing Members. Only Subscribing Members who meet the requirements of the Society’s governing documents shall be eligible to vote in Wisconsin Section elections, to hold Wisconsin Section office, to serve on Wisconsin Section committees, or to represent the Wisconsin Section officially.

2.3.2 Termination of Rights for Non-payment of Dues. Subscribing membership ceases for any member whose dues are more than six (6) months in arrears.

2.4 Institute-only Members. Institute-only Members of a Society Institute may be members of a Wisconsin Section or Branch Technical Group or local Institute Chapter.

ARTICLE 3

Separation from Membership

3.1 Separation from Membership. Upon termination of membership in the Society, a person shall cease
to be a member of the Wisconsin Section.

ARTICLE 4

Dues

4.1 Annual Dues. Annual dues shall be established by the Bylaws of the Section. There shall be no entrance fee.

4.2 Exemption from Dues. Society Life Members and Distinguished Members shall be exempt from payment of dues to the Section.

ARTICLE 5

Management

5.1 Board of Directors. The governing body of the Wisconsin Section shall be a Board of Directors. The Board shall be responsible for the supervision, control and direction of the Wisconsin Section, and shall manage the affairs of the Wisconsin Section in accordance with the provisions of the Wisconsin Section’s and the Society’s governing documents.

ARTICLE 6

Officers and Directors

6.1 Officers. The officers of this Section shall be a President, a President-Elect, a Vice President, a Secretary, and a Treasurer.

6.2 Directors. There shall be eight (8) elected Directors, which shall include four (4) Directors at large and one (1) Director from each Branch. At least one (1) of the elected Directors shall be an Associate Member at the time of his/her election to the Board.

6.3 Board of Directors. The Board of Directors shall consist of the officers, the elected Directors, and the Past-President.

ARTICLE 7

Elections

The Wisconsin Section shall establish procedures for the annual election of Officers and Directors.

ARTICLE 8

Meetings

8.1 Membership Meetings

8.1.1 Annual Meeting. The Annual Meeting of the Wisconsin Section shall be held on such date and at such place as the Board of Directors designate.

8.1.2 Other Meetings. Other meetings shall be called at the discretion of the Board of Directors, or by the President upon the written request of at least fifteen (15) Subscribing Members.

8.1.3 Meeting Notice. Notice of call for a meeting shall be sent to all Subscribing Members not less than seven (7) days in advance of the meeting date.

8.2 Board of Directors Meetings.

8.2.1 Meeting Frequency. The Board of Directors shall hold at least five (5) meetings annually.

8.2.2 Meeting Notice. Notice of call for a meeting shall be sent not less than seven (7) days in advance of the meeting date.

ARTICLE 9

Subsidiary Organizations and Committees

9.1 Subsidiary Organizations. Subsidiary organizations may be formed within the Wisconsin Section, to facilitate the carrying out of the objec¬tives of the Section, to promote interest in the Society and to provide to members of the Section a better opportunity for parti¬cipation in Local Section activities, in accordance with the provisions of the Bylaws.

9.1.1 Governing Documents. Subsidiary organizations shall adopt Bylaws consistent with this Constitution and Society governing documents.

9.2 Committees. The Wisconsin Section may establish standing or task committees to carry out the work of the Wisconsin Section.

ARTICLE 10

Administrative Provisions

10.1 Proper Use of Section Resources. No part of the net earnings of the Wisconsin Section shall inure to the benefit of, or be distributable to its Directors, Officers, or any other private persons, except that the Wisconsin Section 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 Wisconsin Section shall involve carrying on propaganda or otherwise attempting to influence legislation, and the Wisconsin Section 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 Wisconsin Section 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 Wisconsin Section or the Society, or in which the interests of an individual or another organization have the potential to be placed above those of the Wisconsin 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 Wisconsin Section entity considering the proposed transaction. Action to address the conflict shall be taken by either the interested individual or the Wisconsin Section entity.

10.4 Distribution of Section Assets. Upon dissolution of the Wisconsin Section, the assets remaining after the payment of the debts of the Wisconsin Section 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 Board of Directors shall determine, and in the absence of such designation they shall be conveyed to the Society.

10.5 Bylaws. The Section shall adopt Bylaws consistent with this Constitution for the guidance of officers and members.

ARTICLE 11

Amendments

11.1. Amendment of the Constitution.

11.1.1 Proposal. An amendment to this Constitution may be proposed by one (1) of the following two (2) methods:

11.1.1.1 Section Board of Directors. A two-thirds (2/3) vote of the members of the Wisconsin Section Board of Directors present at a duly constituted Board meeting, where a quorum is in attendance, provided that a written notice containing the text of the proposed amendment is published to the membership at least thirty (30) days in advance of the meeting.

11.1.1.2 Written Petition. A written petition submitted to the Section Secretary, containing the text of the amendment, signed by not less than fifteen (15) Subscribing Members of the Section.

11.1.2 Society Approval. The proposed amendment shall be reviewed and approved by the Society’s Committee on Geographic Units before being voted on by the Subscribing Members.

11.1.2.1 Boundary Changes. If the proposed amendment involves a change in the Wisconsin Section boundaries, this change shall be approved by the Geographic Region Board of Governors prior to any consideration of the Constitution amendment.

11.1.3 Section Approval. The proposed amendment shall be distributed to the Subscribing Members of the Section (as defined herein), who shall be given the opportunity to vote. To become effective, the proposed amendment shall receive an affirmative vote of not less than two-thirds (2/3) of the Subscribing Members voting.

American Society of Civil Engineers: Wisconsin Section