SWE Bylaws
Adopted 10/11/03

2 The Society of Women Engineers
3 BYLAWS
4 Adopted October 11, 2003
56
7
8 ARTICLE I – NAME AND OBJECTIVES
9 Section 1. Name
10 The name of this organization is the Society of Women Engineers, also known as
11 “SWE” or "the Society.”
12
13 Section 2. Objectives
14 The Society of Women Engineers is a non-profit, educational, service organization
15 dedicated to making known the need for women engineers and encouraging young
16 women to consider an engineering education. Specifically, its objectives are:
17 1. To inform young women, their parents, counselors, and the public in general of
18 the qualifications and achievements of women engineers and the opportunities
19 open to them.
20 2. To assist women engineers in readying themselves for a return to active work
21 after a temporary absence.
22 3. To serve as a center of information on women in engineering.
23 4. To encourage women engineers to attain high levels of educational and
24 professional achievement.
25
26 Section 3. Powers
27 The members of the Society, both individually and collectively, are empowered to
28 implement the objectives of the Society in consonance with the dignity of the
29 engineering profession and the reputation of the Society. The Society may approve or
30 adopt any position, report, standard, code, formula, or recommended practice pertinent
31 to its objectives. The Society will not participate in nor intervene in (including the
32 publishing or distributing of statements) any political campaign on behalf of any
33 candidate for public office.
34
35
36 ARTICLE II – MEMBERS
37 Membership in SWE is open to all who meet the membership eligibility criteria,
38 regardless of race, creed, color, gender, age, national origin, or sexual orientation.
39
40 Section 1. Grades of Membership
41 A. Professional
42 1. A person who is or has been actively engaged in engineering work is eligible to
43 become a professional member, if one of the following criteria is met at the time
44 of application for admission or advancement:
45 a. Holds a baccalaureate or advanced degree in engineering, engineering
46 technology, or a science related to engineering; or
47 b. Has at least five years engineering experience indicating engineering
48 competency and achievement.
49 2. Professional members shall have the right to vote, to receive all official
50 publications, and to be candidates for all elected positions except for the office of
51 president elect or president, if otherwise eligible for such position.
52
53 B. Senior
54 1. A person who is or has been actively engaged in the profession of engineering is
55 eligible to become a senior member, if one of the following criteria is met at the
56 time of application for admission or advancement:
57 a. Holds a baccalaureate or advanced degree in engineering, engineering
58 technology, or a science related to engineering and has at least six years of
59 progressively significant engineering experience; or
60 b. Has at least eleven years of progressively significant engineering experience,
61 indicating engineering competency and achievement.
62 2. Any member who has received the SWE Achievement Award shall be
63 automatically made a senior member, except that a fellow of the Society shall
64 retain the fellow grade.
65 3. Senior members shall have the right to vote, to receive all official publications,
66 and to be candidates for all elected positions, if otherwise eligible for such
67 position.
68
69 C. Fellow
70 1. A SWE member who has been a senior member for at least eight years, or a
71 member for at least twenty years, may be chosen a fellow of the Society, in
72 recognition of continuous service to the advancement of women in the
73 engineering profession. The fellows shall develop and implement a process by
74 which the selection shall take place.
75 2. Fellows shall have the right to vote, receive all official publications, and be a
76 candidate for all elected positions, if otherwise eligible for such position.
77
78 D. Student
79 1. A person who meets one of the following requirements is eligible for the grade of
80 student member, provided that such person is not employed full-time in an
81 engineering position or in a field related to engineering:
82 a. Is pursuing an undergraduate course of study towards an associate or
83 baccalaureate degree in engineering, engineering technology, or a field
84 related to engineering; or
85 b. Is pursuing a full-time graduate course of study in engineering or a field
86 related to engineering.
87 2. Student members shall have the right to attend all membership meetings, receive
88 official publications, and participate in student section activities.
89 3. Student members shall be nonvoting members of the Society, except for the
90 election of region student representatives to the council of representatives
91 ("council"). Those elected representatives shall have voting privileges in the
92 council.
4. Any member who 93 returns to full-time student status may be affiliated with a
94 student section while retaining the member grade he ld, including its rights and
95 privileges.
96
97 E. Honorary
98 1. A person who has achieved recognition as outstanding in the field of engineering
99 or who has made a significant contribution of service to the Society may be
100 elected an honorary member by a unanimous vote of those council
101 representatives present and voting.
102 2. If a member of any grade is elected to honorary membership, that member
103 retains the rights and privileges of the grade of membership held immediately
104 prior to election as an honorary member. Honorary members shall not be
105 required to pay dues.
106 3. Honorary members have the right to attend all meetings and receive official
107 publications.
108
109 F. Associate
110 1. A person who does not qualify for membership under any of the aforementioned
111 grades may be eligible for the grade of associate if such person is engaged in
112 work related to the practice of, or training for, engineering.
113 2. Associates shall have all rights of membership including the right to vote for their
114 council representative, except the right to serve on the council, board of
115 directors, as a region governor, or to vote in the national organization.
116
117 G. Affiliate
118 1. A person who supports the goals of the Society but does not qualify for any other
119 membership grade may qualify for the grade of a ffiliate, provided that the person
120 is sponsored by a member of the council, professional section or member at
121 large president, or region governor.
122 2. Affiliates shall have all rights of membership including the right to vote for their
123 council representative, except the right to serve on the council, board of
124 directors, as a region governor, or to vote in the national organization.
125
126 H. Corporate
127 An organization shall be eligible for corporate membership in the Society upon
128 payment of annual dues, provided that criteria as established by the board of
129 directors are met.
130
131 Section 2. Application and Admission
132 All applicants for membership in the Society must submit a statement of qualifications to
133 the Society headquarters on a form provided by the Society, accompanied by the
134 required fees according to policies adopted by the board of directors.
135
136 Section 3. Dues
137 A. All members shall pay dues directly to the Society headquarters. Dues for all
138 individual grades of membership, including any percentage allocation of funds
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139 rebated to sections, members at large and regions, shall be set by the council.
140 Dues for all other grades of membership shall be set by the board of directors.
141
142 B. Dues shall be billed annually, according to a schedule set by the board of directors.
143
144 Section 4. Resignation, Removal and Reinstatement
145 A. Any member in good standing may resign by submitting a letter of resignation to the
146 Society headquarters.
147
148 B. Any member who fails to pay dues according to the established schedule shall be
149 dropped from the Society's membership register.
150
151 C. A person who has resigned or been dropped from membership may be reinstated to
152 membership by submitting a written request to the Society headquarters. The board
153 of directors may create policies with regard to reinstatement, including setting
154 reinstatement fees, and shall be the final authority on questions of reinstatement.
155
156 Section 5. Annual Membership Meeting
157 A. There shall be an annual meeting of the membership held at the annual conference.
158 Notice of the meeting must be sent to each member with the notice of the
159 conference.
160
161 B. All members are eligible to attend and participate in the annual membership
162 meeting. The quorum for such meeting shall be the voting members present.
163 Matters referred by the president, board of directors, council, or members may be
164 discussed by all members in attendance, but only voting members shall have the
165 right to vote on such matters.
166
167
168 ARTICLE III – OFFICERS
169 Section 1. Officers
170 The officers of the Society shall be the president, president elect, secretary, and
171 treasurer.
172
173 Section 2. Duties
174 A. The president shall:
175 1. Represent the Society before the public as the official representative of the
176 Society;
177 2. Preside over all meetings of the board of directors and the membership;
178 3. Appoint the chairs of all Society committees, subject to the approval of the board
179 of directors;
180 4. Report to each meeting of the board of directors, the council, and the
181 membership on the progress and state of the Society; and
182 5. Perform other duties incident to the office of president, whether assigned by the
183 board of directors, the council, or Society governing documents.
184
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185 B. The president elect shall:
186 1. Assume the duties of president in case of temporary absence or temporary
187 inability to serve; and
188 2. Perform other duties incident to the office of president elect, whether assigned by
189 the president, board of directors, the council, or Society governing documents.
190
191 C. The secretary shall:
192 1. Serve as the chief elected communications officer of the Society;
193 2. Be responsible for the preparation and retention of the minutes of the board of
194 directors and the membership;
195 3. Oversee the preparation and distribution of an agenda for each meeting of the
196 board of directors and the membership, subject to the approval of the body at the
197 meeting;
198 4. Review membership applications as is deemed necessary or upon request of
199 headquarters personnel, and decide all matters of membership eligibility and
200 reinstatement, subject to appeal to the board of directors;
201 5. Review charter applications and petitions according to board policies;
202 6. Approve region, section, and members at large bylaws, as well as subsequent
203 amendments, subject to appeal to the board of directors;
204 7. Have an up-to-date roll of the voting members at all meetings of the board of
205 directors, the council, and the membership; and
206 8. Perform other duties incident to the office of secretary, whether assigned by the
207 president, the board of directors, or Society governing documents.
208
209 D. The treasurer shall:
210 1. Serve as the chief elected financial officer of the Society, and as such, be
211 responsible to oversee the collection, distribution, and safekeeping of the
212 Society’s funds;
213 2. Present a financial report at each meeting of the board of directors, the council,
214 and the membership;
215 3. Serve as an ex officio member of the finance committee; and
216 4. Perform other duties incident to the office of treasurer, whether assigned by the
217 president, the board of directors, or Society governing documents.
218
219
220 ARTICLE IV – BOARD OF DIRECTORS
221 Section 1. Composition
222 The board of directors shall be composed of the officers of the Society, four directors,
223 the director of regions, and the speaker of the council of representatives. The executive
224 director shall be a nonvoting ex officio member of the board of directors; however, by
225 majority vote of the board of directors the executive director may be dismissed from all
226 or any part of a meeting. At the discretion of the board of directors, a special director
227 may be elected by the board of directors to serve until the end of that fiscal year. No
228 member may hold more than one position on the board of directors at any one time.
229
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230 Section 2. Authority and Duties
231 A. Board of Directors
232 The board of directors shall be the chief operational policy setting body of the Society.
233 As such, the board of directors shall manage the business and affairs of the Society.
234 The board shall also serve as the external face of SWE on issues affecting women in
235 engineering and technology, act as stewards of the Society’s resources (i.e., people,
236 time, and money), and use of the SWE brand. The board of directors shall maintain the
237 strategic plan that is built on the vision created by the council and the board of directors.
238 In addition, the board of directors shall:
239 1. Transact the business and manage the properties of the Society;
240 2. Appoint the executive director and fix compensation and duties;
241 3. Carry out its fiduciary responsibilities, including but not limited to:
242 a. developing and approving the budget,
243 b. authorizing the expenditure of funds,
244 c. safeguarding the assets of the Society through ongoing fiscal oversight and
245 management,
246 d. securing a fidelity bond covering each officer and employee who handles the
247 funds of the Society,
248 e. retaining an external auditor recommended by the audit committee to ensure
249 a competent annual audit of the financial records of the Society, and
250 f. approving the audit report and acting upon the recommendations contained
251 therein or those made by the finance committee.
252 4. Attend all meetings of the board of directors, the council, and the membership.
253 5. Create policies with regard to admission, including setting application fees, and
254 be the final authority on questions of membership;
255 6. Create policies with regard to and be the final authority on region, section, and
256 members at large bylaws;
257 7. Respond to communications from the council of representatives in a timely
258 manner;
259 8. Advise the president on the appointment of all committee chairs, with authority to
260 approve or deny such appointments, and elect the chair of the nominating
261 committee;
262 9. Secure counsel in parliamentary and legal matters for the Society when
263 necessary or appropriate;
264 10.Fix the time and location of the annual conference;
265 11.Authorize Society publications; and
266 12.Grant or revoke section charters.
267
268 B. Directors
269 The directors shall:
270 1. Serve as liaisons to and oversee the activities of committees as assigned by the
271 president;
272 2. Oversee the budgeted funds and have the ultimate accountability for the fiscal
273 management of allotted funds to such committees; and
274 3. Perform other duties as assigned by the president, the board of directors, or
275 Society governing documents.
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276
277 C. Director of Regions
278 The director of regions shall:
279 1. Act as the board liaison for region governors and coordinate their efforts;
280 2. Act as the board liaison for the members at large president;
281 3. Monitor section vitality according to policies adopted by the board of directors.
282 4. Chair meetings of the region governors; and
283 5. Perform other duties assigned by the president, the board of directors, region
284 governors, or Society governing documents.
285
286 D. Special Director
287 1. A special director may be elected by the board of directors to:
288 a. Establish strategic partnerships;
289 b. Contribute special knowledge or skills; or
290 c. Represent special groups or priority interests.
291 2. The special director shall perform duties assigned by the president, the board of
292 directors, or Society governing documents.
293
294 Section 3. Terms of Office
295 A. The president shall serve for one fiscal year.
296
297 B. The president elect shall serve for one fiscal year, followed by a term as president.
298
299 C. The secretary, treasurer, directors, and director of regions shall serve for two fiscal
300 years, with terms staggered as follows:
301 1. The secretary and two directors shall take office during even-numbered fiscal
302 years.
303 2. The treasurer, two directors, and the director of regions shall take office during
304 odd-numbered fiscal years.
305
306 D. The special director shall serve for the remainder of the fiscal year in which elected,
307 and may be elected to only one additional consecutive term.
308
309 E. Service for more than half of a term shall be considered as a full term, except that
310 the president elect shall be eligible to serve a full term as president, regardless of
311 the length of any partial term served while filling a vacancy.
312
313 Section 4. Eligibility
314 A. Candidates for all elected positions, except the council speaker and special director,
315 must meet the following criteria:
316 1. Be voting members of the Society in good standing; and
317 2. Have served at least two years in the aggregate as a professional member of the
318 council, Society committee chair, or professional section or members at large
319 president, except that one year as a region student representative may be
320 counted toward this requirement.
321
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322 B. Candidates for president elect and president must be either a senior member or a
323 fellow and must have served at least two years on the board of directors.
324
325 C. Candidates for director of regions must have served as a region governor.
326
327 Section 5. Meetings
328 A. The board of directors shall meet at least three times per year, upon the call of the
329 president or any five members of the board of directors collectively as a group. At
330 least one such meeting must be an in-person meeting. The board of directors may
331 also meet via conference telephone or by any means of communication by which all
332 persons participating in the meeting are able to communicate with one another.
333 Two-thirds of the voting members of the board of directors then in office, one of
334 whom must be the president or president elect, shall constitute a quorum for the
335 conduct of business. Proxy voting shall not be allowed.
336
337 B. Thirty days notice shall be required for any in-person meeting of the board of
338 directors. For telephone conference or other electronic means allowed by law, at
339 least five days notice shall be required. Notice may be waived by directors before,
340 during, or after any meeting, but such waiver must be unanimous, presented in
341 writing, and placed on file with the records of the meeting.
342
343 Section 6. Nomination and Election
344 A. The nominating committee shall, subject to the approval of the board of directors,
345 develop and maintain appropriate documents to govern the Society in any cases of
346 procedures for nomination, election, or removal not covered by the law or these
347 bylaws.
348
349 B. The nominating committee shall be composed of one voting member from each
350 region, elected in accordance with region bylaws, to serve for a period of two fiscal
351 years. Terms shall be staggered so that approximately half of the members of the
352 committee are elected each year, during the year in which their region is not holding
353 an election for region governor. Members of the nominating committee may not
354 succeed themselves.
355
356 C. The chair of the nominating committee shall be elected annually by the board of
357 directors.
358
359 D. In order to be eligible to serve on the nominating committee, a member must have
360 had recent experience with the Society on a national level, such as service on the
361 board of directors, as a professional member of the council, as a region governor, or
362 as a Society committee chair. Members of the nominating committee may not
363 become candidates during their tenure of service on the nominating committee.
364
365 E. The nominating committee shall select one or more qualified candidates for each of
366 the available positions and present such slate to the board of directors and the
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council by February 1. 367 The nominating committee may also recommend candidates
368 for other positions, if so requested by the board or the council.
369
370 F. Additional candidates may be nominated by petition, provided that:
371 1. The member is eligible for the position.
372 2. The member has given written consent to be placed on the ballot.
373 3. At least 200 voting members have signed a petition or endorsed an e-mail to
374 place the candidate’s name on the ballot, with at least forty
375 signatures/endorsements from each of four separate regions.
376 4. The petition, together with the written consent, is submitted to the Society
377 headquarters by March 1.
378
379 G. The executive director shall be responsible to ensure that the ballot, listing the
380 candidates proposed by the nominating committee and any candidates who have
381 properly petitioned, shall be sent to each voting member by April 1. No member
382 may be nominated for more than one office or position on the ballot.
383
384 H. Ballots must be returned by the date indicated on the ballot in order to be counted.
385 A plurality shall elect. In case of a tie, the winner shall be chosen by lot.
386
387 Section 7. Vacancy
388 A. A vacancy in the office of president shall be filled by the president elect for the
389 remainder of the term, followed by one full term as president, provided that the
390 president elect was elected to that office by the general membership. A president
391 elect elected by the council to fill a vacancy shall only assume the presidency for the
392 remainder of the term. In such a case, the ballots for the next election will include an
393 election for both president and president elect.
394
395 B. A vacancy in the office of president elect shall be filled for the remainder of the term
396 by the council within sixty days of the vacancy. A person filling a vacancy as
397 president elect shall not automatically become president, but shall be eligible to be a
398 candidate for president or president elect for the following fiscal year, regardless of
399 the amount of time served while filling the vacancy.
400
401 C. A vacancy in any other member-elected board position shall be filled by the council
402 within sixty days of the vacancy.
403
404 Section 8. Removal
405 A. The president, president elect, secretary, or treasurer may only be removed by a
406 majority vote of the members properly responding to a mail ballot requesting
407 removal of that officer, provided that at least 1,000 ballots have been returned by the
408 stated deadline. Such ballot shall be sent upon the petition of 200 voting members,
409 provided that there are at least forty signatures/endorsements from each of four
410 separate regions.
411
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B. A director or the director of regions may be removed by a two 412 -thirds vote of the
413 council.
414
415 C. A special director may be removed by a majority vote of the board of directors.
416
417 D. Removal procedures not covered by law or these bylaws shall be developed by the
418 nominating committee and approved by the board of directors.
419
420
421 ARTICLE V – COUNCIL OF REPRESENTATIVES
422 Section 1. Composition
423 A. All council representatives and alternates, except the student representatives and
424 alternates, must be voting members of the Society.
425
426 B. The voting membership of the council shall consist of:
427 1. One representative for each 100 voting members or fraction thereof, not to
428 exceed four, elected by the members of each professional section;
429 2. One representative for each 100 voting members at large or fraction thereof, not
430 to exceed four, of each region containing at least ten members at large, elected
431 by the members at large of each region;
432 3. One representative for each 100 voting members at large or fraction thereof, no t
433 to exceed four, of those who do not reside in a region, or who reside in regions
434 with fewer than ten members at large, elected by the members at large to be
435 represented; and
436 4. One elected student representative from each region.
437
438 C. Each of the above bodies may select one or more alternates according to policies
439 adopted by the council.
440
441 D. Nonvoting members of the council with the right to participate in the discussions of
442 the council shall include members of the board of directors and region governors.
443
444 Section 2. Duties
445 A. The council shall be responsible for charting the strategic direction of SWE by
446 developing and adopting the long-range goals for the Society. The council shall also
447 be responsible for developing statements of external policy on issues or positions
448 that have broad implications for the professional environment and the Society as an
449 organization. To these ends, the council shall conduct essential dialogue on long450
term trends and issues of common interest, and may appoint subordinate units to
451 assist in the creation of these strategic directions or policies. The council shall
452 communicate the outcome of such dialogue to the board of directors.
453
454 B. The council shall also:
455 1. Consider and, if necessary, vote upon recommendations received from
456 throughout the Society;
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457 2. Set dues for all individual grades of membership, including allocation
458 percentages of funds rebated to sections, members at large, and regions;
459 3. Establish policies on the use and restrictions of the contingency funds of the
460 Society;
461 4. Approve changes to the Society’s trademarks or other emblems;
462 5. Approve the establishment of any subsidiary corporations of the Society;
463 6. Approve changes to the number of regions or regional boundaries; and
464 7. Approve changes to these bylaws.
465
466 Section 3. Meetings
467 A. The council shall meet in person at least once annually at a time and place
468 determined by the council. Such meeting shall be designated as the annual
469 meeting.
470
471 B. The council may also meet at any other time upon the call of the speaker or by
472 written petition of at least one-third of the voting members of the council.
473
474 C. Unless otherwise restricted by law or these bylaws, the council may also conduct
475 business by telephone or other electronic device, provided that all members can
476 communicate with one another at the same time.
477
478 D. The council may also conduct business by mail, electronic mail, or fax, provided that:
479 1. Complete and identical information is distributed to all members of the council at
480 the same time.
481 2. Instructions for reply, together with a return date no less than fourteen days from
482 the date of distribution, are included.
483 3. The integrity of each ballot can be verified as to the eligibility of the member
484 casting the vote and that only one ballot is cast by any member.
485 4. The number of ballots returned meets the quorum requirements for an in-person
486 meeting.
487 5. The vote required shall be the same as the vote for an in-person meeting.
488 6. The balloting is in accordance with any additional policies adopted by the council
489 to ensure that:
490 a. Alternate methods of voting are provided for any council member who is
491 unable to use the primary method; and
492 b. The decision to take such a ballot is made by those properly authorized by
493 the council to make such decision.
494 7. The results of such ballot shall be reported to the council within fifteen days after
495 the close of the ballot process.
496
497 E. Two-thirds of the number of representatives who have been duly elected to serve as
498 voting members of the council shall constitute a quorum for the conduct of the
499 business of the council.
500
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501 F. At least sixty days notice shall be given to all members of the council prior to an
502 in-person meeting, and at least ten days notice shall be given to all members of the
503 council prior to a telephone conference call meeting.
504
505 G. No member of the council may vote by proxy.
506
507 Section 4. Speaker and Deputy Speaker
508 A. Duties
509 1. The speaker shall:
510 a. Be responsible to ensure effective facilitation of dialogue and effective
511 communication among all council members;
512 b. Be the council’s advocate, voice, and point of contact;
513 c. Serve as the presiding officer of the council, and prepare the council agenda
514 in consultation with the president;
515 d. Serve as a voting member of the board of directors and as such be the link
516 between the council and the board;
517 e. Implement the roles assigned to the council in partnership with the president
518 and board of directors; and
519 f. Establish council subordinate units as directed by the council or as otherwise
520 needed to conduct the work of the council, and appoint the chairs of all
521 council subordinate units in consultation with the deputy speaker.
522 2. The deputy speaker shall:
523 a. Assist the speaker in the performance of assigned and necessary duties;
524 b. Perform the duties of the speaker in the absence of or at the request of the
525 speaker, except serving on the board of directors;
526 c. Serve as a nonvoting ex officio member of the council;
527 d. Implement the roles assigned to the council in partnership with the president
528 and board of directors.
529
530 B. Term of Office & Eligibility
531 1. A speaker and deputy speaker shall be elected by the voting members of the
532 council to serve for a period of one fiscal year. The speaker and deputy speaker
533 may not also serve as council representatives.
534 2. Any candidate for speaker or deputy speaker must be a voting member of the
535 Society in good standing, and must have served a minimum of two years in the
536 aggregate on the board of directors, as a region governor, or as a professional
537 member of the council, except that one year as a region student representative
538 may be counted toward this requirement.
539
540 C. Nomination
541 1. A council nominating committee shall be selected by the council to present a
542 slate of one or more candidates each for speaker and deputy speaker, to be
543 announced to the council of representatives by February 1.
544 2. Candidates may be nominated by petition, provided that:
545 a. The member is eligible for that position.
546 b. The member has given written consent to be placed on the ballot.
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547 c. At least twenty-five current voting members of the council from at least four
548 separate regions have signed a petition or endorsed an e-mail to place the
549 candidate’s name on the ballot.
550 d. The petition, together with the written consent, is submitted to the Society
551 headquarters by March 1.
552
553 D. Election
554 1. The speaker and deputy speaker shall be elected by mail ballot of the council
555 during the same time frame as the elections for Society officers and directors.
556 2. A plurality vote shall elect the speaker and deputy speaker.
557 3. Alternate methods of voting or margins required for such election may be used
558 by the council on a one-time basis, provided that such methods are adopted by
559 previous notice and a vote of two-thirds of the voting members of the council.
560
561 E. Vacancy and Removal
562 1. A vacancy in the position of speaker shall be filled by the deputy speaker for the
563 remainder of the term.
564 2. A vacancy in the position of deputy speaker shall be filled within sixty days
565 according to council policy.
566 3. The speaker or the deputy speaker may be removed by a two-thirds vote of the
567 council.
568
569
570 ARTICLE VI – REGIONS
571 Section 1. Definition
572 The United States and Puerto Rico shall be divided into regions.
573
574 Section 2. Region Governors
575 A. The voting members from each region shall elect a region governor to serve for a
576 period of two fiscal years. Region governors shall not serve concurrently as
577 members of the board of directors. Terms shall be staggered.
578
579 B. A candidate for region governor must:
580 1. Be a voting member of the Society in good standing;
581 2. Be assigned to that region as a member of one of the professional sections or as
582 a professional member at large; and
583 3. Have served at least two years in the aggregate as a professional member of the
584 council or as a professional section or members at large president, except that
585 one year as a region student representative may be counted toward this
586 requirement.
587
588 C. Region governors shall be responsible for coordinating communications within the
589 region, for promoting and facilitating section vitality, for identifying needs within the
590 region, and for being a resource to the sections and members. They shall consult
591 with the board on issues of deactivation and reinstatement of sections within their
592 respective region.
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593
594 D. Under the direction of the director of regions, region governors shall be responsible
595 for approving requests from sections for deviation from standard region assignment
596 and shall recommend to the council changes to the number of regions or regional
597 boundaries.
598
599 E. Region governors shall prepare and submit reports of activities within the region as
600 requested by the director of regions or the council.
601
602 Section 3. Region Bylaws
603 There shall be standard region bylaws provided to each region, which may adopt such
604 bylaws or formulate its own, provided that no region bylaws may have provisions that
605 conflict with the Society bylaws.
606
607 Section 4. Region Activities
608 Regions shall have control over their own activities and projects within the region,
609 provided that no region activity may be in conflict with the established policies of the
610 Society. Regions may not assess dues or fees.
611
612
613 ARTICLE VII – SECTIONS
614 Section 1. Professional Sections
615 A. Any group of at least ten voting members in good standing in the United States or
616 Puerto Rico may apply to the Society for a charter to form a professional section.
617 Such application must be accompanied by a copy of the proposed section bylaws,
618 names of proposed officers, and the name(s) of the proposed section
619 representative(s). Professional section members shall have the same membership
620 grade in the section as they have in the Society.
621
622 B. Professional sections shall have control over their own activities and projects within
623 the professional section, provided that no professional section activity may be in
624 conflict with the established policies of the Society. Professional sections may not
625 assess dues or fees.
626
627 C. If, in the judgment of the board of directors, in consultation with the respective region
628 governor, a professional section fails to meet minimum requirements, as set by the
629 board, for two or more consecutive years, the board may declare that section
630 inactive. All current members of the section must be notified in writing at least thirty
631 days prior to such action being taken. Should a section be declared inactive, it shall
632 not be eligible to receive section dues rebates, have a section representative on the
633 council, or to act collectively in the name of SWE. Members of inactive sections
634 shall automatically become members at large. A section that has been declared
635 inactive may be reinstated by the board of directors upon receipt of a letter
636 requesting reinstatement, signed by at least ten voting members in good standing
637 who will be members of the section upon reinstatement, and accompanied by a list
638 of proposed section officers and the name of their section representative.
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639
640 Section 2. Student Sections
641 A. Any group of at least ten student members in good standing from a college or
642 university in the United States or Puerto Rico may petition the board of directors for
643 a student section charter, provided that:
644 1. At least fifty percent of the members of the proposed student section are women
645 majoring in engineering or engineering technology;
646 2. At least eight of the members expect to be eligible for membership in that student
647 section for the fiscal year following granting of the charter; and
648 3. The petition includes a copy of the proposed bylaws and names of proposed
649 officers.
650
651 B. The student section shall operate under the guidance of a SWE counselor, who
652 shall be chosen as follows:
653 1. The SWE counselor of a student section shall be elected by the student section
654 and shall be considered a nonvoting member of the student section.
655 2. The SWE counselor must be a member in good standing of the Society. While it
656 is desirable that the counselor be a voting member, should a voting member not
657 be available, the board of directors may approve a qualified associate to be
658 counselor.
659 3. The counselor shall be responsible to the board of directors for the student
660 section’s compliance with these bylaws and other rules and policies of the
661 Society.
662
663 C. Student sections shall have control over activities and projects within the student
664 section, provided that no student section activity may be in conflict with the
665 established policies of the Society. The SWE counselor shall provide interpretations
666 where needed, subject to review by the board of directors. Student sections may not
667 assess dues or fees.
668
669 D. If, in the judgment of the board of directors, in consultation with the respective region
670 governor, a student section fails to meet minimum requirements, as set by the
671 board, for two or more consecutive years, the board may declare that student
672 section inactive. Should a student section be declared inactive, it shall not be
673 eligible to receive student section dues rebates, participate in the election of a
674 regional student representative to the council, or act collectively in the name of
675 SWE. A student section which has been declared inactive may be reinstated by the
676 board of directors upon receipt of a letter, requesting reinstatement and including a
677 list of proposed officers, SWE counselor and faculty advisor, and signed by at least
678 ten student members in good standing who will be members of the student section.
679
680 Section 3. Section Bylaws.
681 There shall be standard professional section and student section bylaws provided to
682 each professional or student section, which may adopt such bylaws or formulate its
683 own, provided that no section bylaws may have provisions that conflict with the Society
684 bylaws.
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685
686 Section 4. Revocation of Charter
687 The board of directors may revoke the charter of any section for cause, after giving the
688 section an adequate opportunity to be heard before the board of directors and upon a
689 two-thirds vote of the board of directors. Upon the request of a section, the board of
690 directors may revoke the charter by majority vote.
691
692
693 ARTICLE VIII – MEMBERS AT LARGE (MAL)
694 Section 1. Definition
695 Any member who is not affiliated with a section is a member at large (MAL).
696
697 Section 2. Members at Large Bylaws
698 The members at large shall have bylaws, which may not have provisions that conflict
699 with the Society bylaws.
700
701 Section 3. MAL President
702 A. The members at large representatives shall elect a MAL president to serve for one
703 fiscal year.
704
705 B. The MAL president shall be responsible for coordinating communications among the
706 members at large, for identifying needs, and for being a resource to the members at
707 large.
708
709 C. The MAL president shall prepare and submit reports of activities by the members at
710 large as requested by the director of regions or the council.
711
712
713 ARTICLE IX – COMMITTEES
714 Section 1. Committees
715 A. There shall be a finance committee, an audit committee, and any other such
716 committees as the board of directors may direct.
717
718 B. Each committee shall have a board contact who shall also serve as an ex officio
719 member of the committee. The board contact shall be designated by the president.
720 Each committee shall develop policies and procedures for the operations of that
721 committee. No such policies and procedures may conflict with these bylaws or other
722 adopted rules of the Society.
723
724 C. The finance committee shall be composed of at least five members, two of whom
725 shall be members of the board of directors and at least two of whom shall be voting
726 members of the council. The treasurer shall be an ex officio member of the finance
727 committee. The finance committee shall be primarily responsible for:
728 1. Budgeting and long-range financial planning;
729 2. Monitoring the fiscal health of the Society on an ongoing basis;
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730 3. Reviewing the independent annual financial audit, and reporting their
731 recommendations to the board of directors; and
732 4. Consulting on other financial matters of the Society on an as-needed basis.
733
734 D. The audit committee shall be composed of at least three members, at least one of
735 whom shall be a voting member of the council, and none of whom may be serving as
736 treasurer or be an employee of the Society. The duties of the audit committee shall
737 be to:
738 1. Select and recommend to the board an auditor who may not be contracted by
739 SWE for any other functions other than auditing and tax preparation services;
740 2. Direct the staff to prepare the information for the audit;
741 3. Review the audit; and
742 4. Report to the board of directors on the process, outcome, and any committee
743 recommendations.
744
745
746 ARTICLE X - ADMINISTRATION
747 Section 1. Headquarters Office
748 A. The Society shall maintain an office for the conduct of business of the Society, at a
749 location determined by the board of directors. Such office shall be under the direct
750 supervision and authority of an executive director, who shall be appointed by the
751 board of directors. The executive director shall report to the board of directors and
752 perform duties under the direction of the board of directors as the board may require.
753
754 B. The executive director shall serve as the chief executive officer and shall have the
755 authority and responsibility for the operations of the headquarters office, unless
756 otherwise limited by the board of directors or by the budget. Such authority and
757 responsibility shall include, but not be limited to:
758 1. Employment and termination of employees, consultants, and vendors;
759 2. Management and direction of Society activities; and
760 3. Fiduciary responsibility for the assets of the Society assigned to
761 headquarters.
762
763 C. Negotiation of the executive director’s contract and any subsequent performance
764 evaluations will be done on behalf of the Society by the president and president elect.
765 Such contract shall be reviewed by the Society’s legal counsel prior to presentation
766 to the board of directors for final approval. All terms of the contract shall be disclosed
767 to the board of directors.
768
769 Section 2. Fiscal Year
770 The fiscal year of the Society shall be July 1 to June 30.
771
772
773 ARTICLE XI – DISSOLUTION
774 In the event of the dissolution of this Society, all real assets and remaining monies shall
775 be donated to a non-profit organization operated exclusively for educational purposes
776 as determined by the board of directors and allowed by law.
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777
778
779 ARTICLE XII – PARLIAMENTARY AUTHORITY
780 The rules contained in the tenth edition of Robert’s Rules of Order Newly Revised shall
781 govern this Society in all cases to which they are applicable and in which they are not
782 inconsistent with these bylaws and any special rules of order that the Society may
783 adopt.
784
785 ARTICLE XIII – AMENDMENT
786 A. These bylaws may be amended at any in-person meeting of the council.
787
788 B. Amendments may only be proposed by (1) a professional section, (2) the council, (3)
789 the board of directors, (4) any ten members collectively as a group, (5) a member at
790 large representative to the council and four other members at large collectively as a
791 group, or (6) a student representative to the council and four voting members of the
792 Society collectively as a group. Proposed amendments shall be submitted to the
793 secretary.
794
795 C. The exact text of the amendment shall be sent to each voting member and the
796 student representatives on the Council at least thirty days before the council meeting
797 at which the vote will be taken.
798
799 D Two-thirds of the members of the council present and voting shall be required to
800 amend these bylaws.
801
802
803 ARTICLE XIV – GOVERNING LAW
804 All questions with respect to the construction of these bylaws shall be determined in
805 accordance with the applicable provisions of the laws of the District of Columbia.
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806 Provisos to SWE Bylaws:
807
808 1. Current members of the board of directors are exempt from the eligibility requirements in
809 Article IV, Section 4.A.2; service on the board of directors will be allowed to qualify for this
810 requirement.
811
812 2. The officers and region directors elected for the FY 04 term shall continue to serve in that
813 capacity for the remainder of FY04. Region director vacancies shall be filled only through
814 the end of FY04. Starting in FY05, the directors elected prior to the adoption of these bylaws
815 from regions A, C, E, G, and I shall continue on the board of directors as directors at large
816 until their terms expire.
817
818 3. For the first election held following the adoption of these bylaws, the secretary shall be
819 elected for a one-year term. Service for such one-year term shall be considered as a full
820 term. For the second and all subsequent elections, the secretary shall be elected for a two821
year term.
822
823 4. For the first election held following the adoption of these bylaws, the two candidates with the
824 greatest number of votes for director shall be elected to two-year terms, and the next two
825 candidates for director with the greatest number of votes shall be elected to one-year terms.
826 Service for such one-year term shall be considered as a full term. In case of a tie, the
827 winner shall be decided by lot.
828
829 5. For the first election held following the adoption of these bylaws, the B, D, F, H, and J region
830 governors shall be elected for two-year terms.
831
832 6. For the first election held following the adoption of these bylaws, the A, C, E, G, and I region
833 governors shall be elected for one-year terms. Thereafter, these region governors shall be
834 elected for two-year terms.
835
836 7. During the council session at which these bylaws are adopted, the council speaker and
837 deputy speaker shall be elected for the FY 04 term. The speaker and deputy speaker shall
838 assume all rights and responsibilities of their offices upon election.
839
840 8. The director of regions and one additional director shall be elected for the FY 05 term.
841
842 9. For the purpose of fulfilling eligibility requirements, service on the board of directors shall
843 also include service on the executive committee prior to 1985. Service as region governor
844 shall also include service as a region director prior to 2004.
845
846 10. For the first election held following the adoption of these bylaws, Regions A, C, E, G, and I
847 nominating committee representatives shall be elected for a two-year term. For the first
848 election held following the adoption of these bylaws, Regions B, D, F, H, and J nominating
849 committee representatives shall be elected for a one-year term. Thereafter, these region
850 nominating committee representatives will be elected for two-year terms.
851
852 11. The secretary shall be authorized to make editorial and grammatical changes to the final
853 approved document, such as numbering and punctuation, provided that such changes do
854 not alter the meaning or effect of the document.
855