Our BYLaws
I. NAME AND JURISDICTION
The name of this organization shall be the Mid-Atlantic Region Environmental Professionals, Inc. (hereinafter termed MAREP). MAREP will function as a local chapter of the National Association of Environmental Professionals (NAEP).
MAREP boundaries shall encompass the following geographic area: the state of Maryland, the Commonwealth of Virginia and the District of Columbia.
II. BYLAWS
The bylaws of MAREP shall govern all operations of MAREP and shall be in conformance and compatible in all respects to the Bylaws and Articles of Incorporation of the National Association of Environmental Professionals (hereafter referred to as NAEP). The Bylaws of MAREP shall remain in effect as adopted unless the Board of Directors of NAEP, by majority vote, shall reject the Bylaws or parts thereof.
All revisions, additions, amendments and/or changes to the Bylaws shall be submitted to NAEP for certification as to conformance with the Bylaws and Articles of Incorporation of NAEP. Such revisions, additions, amendments and/or changes shall apply unless rejected by NAEP at their next regular meeting not less than thirty (30) days following submission.
III. PRINCIPAL OFFICE
The principal office of MAREP shall be located at a location to be established by the membership of MAREP and may be changed by a majority vote of the membership present at any regular or non-regular meeting hereinafter defined.
IV. CHAPTER FUNCTIONS AND PURPOSE
The primary function of MAREP shall be to enhance, maintain and protect the quality of the natural and human environment through cooperation with the NAEP. The specific purposes of MAREP shall be: (1) to encourage and facilitate full participation in MAREP and NAEP goals and activities by all persons eligible to be members of the NAEP and MAREP; (2) to actively expand the membership of the NAEP and MAREP to include the widest range of views and concerns of professionals engaged in the environmental field; and (3) to seek professional recognition in the State of Maryland, the Commonwealth of Virginia, and the District of Columbia.
V. INCORPORATION
MAREP shall be incorporated in the State of its headquarters. A copy of the certificate of Incorporation shall also be sent to NAEP national office.
VI. MEMBERSHIP
MAREP memberships shall be open to all NAEP members employed or resident within MAREP boundaries as defined in Article I of the Bylaws of MAREP, and to all other NAEP General members as approved by the officers of MAREP by majority vote. Qualified non-NAEP members may also be considered for membership, to be voted upon on an individual basis by MAREP Board.
All persons and institutions, either public or private, holding NAEP membership shall be deemed qualified for MAREP membership. MAREP membership categories and voting rights shall be the same as those of the NAEP. General members of MAREP shall have voting rights in all elections and matters of MAREP; institutional, associate, and student members shall not have voting rights.
VII. MEETINGS
At all meetings of the Board of Directors, membership and committees, Robert's Rules of Order shall prevail excepting as they are inconsistent with rules adopted by the Board of Directors, membership or committee.
A. REGULAR
Regular meetings of MAREP membership shall be held at least once each year for the purpose of communicating with peers and colleagues. Such meetings shall be open to both MAREP members and others and shall be announced at least thirty (30) days prior to the date(s) of such meetings. During each regular meeting, time shall be set aside for the transaction of any business for which any business for which a vote by the general membership is needed.
B. SPECIAL
Special or non-regular meetings of MAREP membership may be called by a majority of the Directors of MAREP for good and compelling reasons. Written announcement of such meetings shall be published no later than the fifteenth (15) day preceding such meetings and shall be sent to all current members of MAREP. Such written notification shall set forth the time, place and general purpose of such meetings. No additional matters shall be acted or voted on by the membership present at such meetings.
C. EMERGENCY
Emergency meetings of MAREP membership may be called by a unanimous vote of the Directors of MAREP only for the most compelling reasons. Written notification of such meetings shall be announced no later than the fifth (5) day preceding such meetings and shall be announced to all current members of MAREP. Such notification shall specify the time, place and specific purpose of such meetings. No additional business shall be transacted at such meetings.
D. QUORUM
A quorum for the purpose of membership voting shall consist of those members participating in the vote. A majority vote shall be sufficient to constitute an action of the membership, but a two-thirds majority vote is required to approve by-law changes. Under no circumstances shall a proxy from one member to another be considered valid for the purpose of voting.
At meetings of the Board of Directors, a majority of the members of the Board then in office constitutes a quorum for the transaction of business. A vote of the majority of members present at the meeting at which a quorum is present constitutes the action of the Board.
F. MINUTES AND RECORDS
A full and complete record of all business transacted at regular membership meetings shall be maintained in an orderly printed manner and shall be certified as to accuracy by the current elected Secretary of MAREP, and shall be maintained in a location accessible to the membership upon reasonable request. Minutes of each meeting shall be approved by a majority vote of those present and voting at the next regular or special meeting of the membership. Full copies of the minutes or portions thereof, shall be furnished to individual members upon request subject to payment of reasonable processing expenses by the member requesting such copies.
VIII. OFFICERS
A. GENERAL
MAREP shall be governed by a Board of Directors duly elected by the voting membership of MAREP. The number of Officers on the Board of Directors shall be comprised of seven (7) individuals as follows: The PRESIDENT, VICE-PRESIDENT, SECRETARY, TREASURER, and three (3) members designated as BOARD MEMBERS. These individuals shall constitute the Board of Directors of MAREP (hereinafter termed the MAREP Board). The duties, obligations and means of nominating each officer shall be set forth below.
B. PRESIDENT
The President of MAREP shall have responsibility for the general supervision and operation of MAREP and shall preside at meetings of MAREP membership and of the governing Board of Directors.
C. VICE-PRESIDENT
The Vice-President of MAREP shall assume the title, duties and responsibilities of the President in the event of resignation, disqualification, or removal from office. The Vice-President shall also preside at meetings of MAREP membership and the governing Board of Directors during the absence of the President. The Vice-President shall also be responsible for program arrangements at all meetings of the MAREP membership.
D. SECRETARY
The Secretary of MAREP shall keep and maintain a full and complete set of minutes and records of the business of MAREP with the exception of the preparation of the accounting records and budgets which shall be prepared and maintained by the Treasurer of MAREP.
E. TREASURER
The Treasurer of MAREP shall keep and maintain a full and complete set of financial records of MAREP; shall receive, deposit and disburse MAREP funds; shall keep and maintain financial records on a double-entry bookkeeping system, as well as vouchers and receipts; shall prepare all budgets and financial reports for action by MAREP membership.
F. BOARD MEMBERS
The three (3) non-officers who are elected as Board Members will serve on the Board of Directors. Each shall have primary responsibility for maintaining communication among MAREP members and the governing Board of Directors. Their duties are to provide input to Board discussions regarding operations and policy of MAREP. They shall also work to increase MAREP membership. Their votes shall be equal to those of the officers on the Board of Directors.
G. NOMINATIONS
Nominations for MAREP Officers shall be made from the floor at the regularly scheduled membership meeting in the fall of each year, no later than November of each year. Nominations my also be made by mail at least five (5) days prior to the regularly scheduled meeting during which nominations are to be entertained. Any nominations made at meetings or received by mail must be seconded and agreed upon by the person nominated. Officer nominations should represent, to the extent possible, government, industry, consulting and education forums. Nominations for positions on the governing Board of Directors may be made by any voting member of MAREP. Only nominations of members of MAREP in good standing shall be accepted.
H. ELECTIONS
The officers shall be elected by secret ballots cast by MAREP membership as set forth below. The current officers of MAREP shall prepare and send ballots to all voting members of MAREP, no later than the first (1) day of December. Ballots shall be returned to the Secretary of MAREP no later than twenty-one (21) days following the day of ballot distribution. A majority of officers of MAREP shall review and certify the ballots no later than twenty-eight (28) days following the date of ballot distribution and shall notify all persons nominated within five (5) days, in writing, of the results of the election.
I. TERM OF OFFICE
Each of the Directors of MAREP shall serve for a term of one year terminating on the 31st day of December. No Director of MAREP may serve in the same position for more than three (3) consecutive years and no Director may serve in two of more positions concurrently except under the terms of vacancies described below. Any officer may be elected to serve in a different position regardless of the number of years served in a previous position.
J. VACANCIES
A vacancy in an office may occur due to resignation, removal, disqualification, or other means. Should the office of PRESIDENT become vacant, the VICE-PRESIDENT shall become the PRESIDENT automatically and shall serve in both offices for the remainder of the term. If any other office is vacated, the office shall be assumed by one of the members of the governing Board of Directors, by majority vote of the governing Board of Directors and this Director shall serve in both offices for the remainder of the term. At no time shall any officer have more than one vote on the governing Board of Directors. If more than two vacancies occur before the beginning of the fourth quarter of the year, all such vacancies shall be filled by special election as provided below.
Within fourteen (14) days following the occurrence of any vacancy, written notification of such vacancy shall be sent to all current members of MAREP declaring the vacancy and indicating the action to be taken. If such vacancy requires a special election, it shall be so stated, together with the fact that nominations will be received. Within fourteen (14) days of the notification of said notice, the nominations will be closed; and within twenty-one (21) days of said notice officers of MAREP shall prepare and distribute ballots to all eligible, voting members of MAREP. Subsequent to the latter notification the time limitations shall be as set forth under ELECTIONS described herein. The procedures of nominations and voting may not differ from those of a regular election.
K. REMOVAL FROM OFFICE
Any Officer can be removed from office commencing with a written petition signed by one-quarter of the current MAREP membership. Such petition shall set forth the charges against the Officer or other reasons for his or her removal, and requesting the governing Board to set a time for a special election.
The governing Board shall certify the recall petition only if a minimum of one-quarter of MAREP membership on the date of receipt of such petition have signed the recall petition. Within seven (7) days following such certification, written notification shall be mailed to all current members that such recall petition has been certified and enclosing a copy of the petition, a rebuttal statement by the Officer concerned and a special ballot requiring a yes or no vote on such removal.
Ballots shall be returned to the President no later than the twenty-first (21) day following the notification and shall be canvassed by the Board of MAREP no later than the twenty-eighth (28) day following such notification. The results of such recall election shall be conveyed to all members no later than the seventh (7) day following the canvass of ballots.
IX. ASSOCIATION ADMINISTRATION
A. POWERS OF THE BOARD OF DIRECTORS
Except as otherwise provided in the Bylaws, all administration of MAREP shall be made by a majority vote of the Directors of the governing Board.
B. REVIEW BY GENERAL MEMBERSHIP
Any action taken by the governing Board of Directors shall be subject to review by the general membership of MAREP if one-fourth of the general membership petitions for such review within thirty (30) days of the notification of such action.
C. PETITION BY GENERAL MEMBERSHIP
The governing Board of Directors must act on any petition for action submitted by one-eighth of the general membership at the next scheduled Board meeting. Approval or disapproval, acceptance or rejection of the petition shall be considered as action by the governing Board and, as such, shall be subject to review.
D. CONFORMANCE WITH MAREP
Neither the Board nor the membership of MAREP shall engage in activities or take actions which conflict with the functions purposes, and powers of the NAEP
X. FINANCES
A. LOCAL CONTROL
MAREP shall have full and complete control of all funds received by MAREP from all sources, including allocations to MAREP which may be made by the NAEP from time to time.
B. NAEP NATIONAL ASSOCIATION
MAREP shall not be liable in any manner for NAEP debts or obligations. Conversely, NAEP shall not be liable in any manner for MAREP debts or obligations.
C. PROCEDURES
All fiscal policies and procedures of MAREP shall be in conformance with NAEP fiscal policies and procedures.
D. DISBURSEMENTS
All disbursements necessary for the operation of MAREP must be agreed upon by a majority of Officers. All checks drawn on MAREP bank accounts in the amount of $250.00 or greater shall be signed by two (2) Officers of MAREP, one of which shall be either the President or Vice-President and the other of which shall be the Treasurer.
E. TAX STATEMENTS
An annual tax statement shall be prepared and filed by the Treasurer and a copy of these forms sent to the NAEP headquarters.
F. MEMBERSHIP FEE
The MAREP may, by a three-fourth majority vote of the Officers, access each MAREP member an annual membership fee, or dues, as deemed necessary for projected expenses of normal MAREP operation. No change in the membership fee shall be considered binding until sixty (60) days following notification of the membership of said change. Any changes in the annual membership fees shall be subject to approval by the majority of MAREP members in good standing if petitioned by one-fourth of said members within thirty (30) days of notification of the change. Any change approved by the majority of voting members or unchallenged within the above time frame shall be considered binding on all members. Non-payment of approved membership fees within thirty (30) days of billing date shall result in the removal of voting rights, and non-payment after ninety (90) days of the billing date shall result in automatic termination of MAREP membership.
XI. BYLAW AMENDMENTS
MAREP Bylaws may be amended by a two-thirds vote of all voting members. Proposed amendments shall be mailed or otherwise delivered to all voting members of MAREP no later than twenty-eight (28) days preceding the deadline for the return of ballots.
XII. CERTIFICATION
This is to certify that Mr. Jack Mulrooney is the duly elected MAREP President and that the above Bylaws were adopted as MAREP Bylaws at a regular meeting of persons qualified to be MAREP members in March, 2010.
