Appendix II: Bylaws of the Providence Engineering Society

ARTICLE I MEETINGS
Section 1. The meetings of this Society shall be held as specified in the Constitution. The membership shall be notified of the specific date of a meeting at least one (1) week prior to the date of such meeting. Section 2. Meetings of the Board of Directors. The Board shall hold regular meetings on the second Monday of September and the first Monday of other months except July and August. The Board may in specific cases change the date of any regular meeting, or in case of an emergency the President may do so with the consent of the Vice-Presidents. The President may call special meetings of the Board whenever he or she deems it necessary and shall call such meetings when requested in writing by six (6) members of the Board. The Secretary shall mail a notice of each meeting, with a copy of the minutes of the previous meeting, to each member at least seven (7) days prior to the date of such meeting. Section 3. The Chairman of each Affiliated Organization shall be invited to attend meetings of the Board and participate in its deliberations without vote.

ARTICLE II ADMISSION
Section 1. Every candidate applying for admission to membership in the Society must provide at least three (3) references, at least one (1) of whom is a member personally known by the applicant. The application must be made on a form provided by the Society. Section 2. Applications for membership accompanied by the initial membership fees, shall be sent to the Secretary, who, after making a record of the same, shall refer them to the Membership Committee. The Membership Committee shall report to the Board upon all applications received by it, and the Board shall ballot upon the same after having assigned each candidate to the grade of membership to which in its judgement his or her qualifications entitle him or her. A majority vote by the Directors present shall elect. Section 3. The fees of all candidates failing of the election shall be returned by the Secretary, and the fees of all candidates elected shall be transmitted to the Treasurer.Section 4. Election to Honorary Membership shall be by letter ballot of the Board, mailed by the Secretary to each member of the Board at least fifteen (15) days in advance of the date set for the closure of such election. Unanimous positive vote of all Board Members shall be required to elect.

ARTICLE III DUES
Section 1. The fiscal year of the Society shall begin July first and all dues shall be payable in advance. The first invoice for dues shall be sent to all members except student members during the month of June preceding the fiscal year. A second and third invoice will be sent, when needed, during the months of August and October of the fiscal year. Newly elected members shall pay dues for the unexpired quarters of the fiscal year except the members elected at the June Board Meeting shall pay no dues for the quarter ending with that month. Invoices to student members shall be sent by the end of September. Section 2. Upon election to a membership grade, and upon payment of the dues for that grade, the candidate shall be entitled to the rights and privileges of that grade. If the candidate’s dues are not received within six (6) months after notice of election, the candidate shall be deemed to have declined election. The election shall be void, and the candidate shall forfeit the initial membership fee. Section 3. The resignation of a member shall not be accepted by the Board unless the member has no current indebtedness to the Society. The Board, in its discretion, may make an exception to this provision under extenuating circumstances. Section 4. A member whose annual dues are unpaid by November first shall not be entitled to receive publications nor to vote until such arrears are paid, and the member shall be so notified. The Board may strike from the roll the name of any member whose dues are unpaid by April first. All members whose dues are unpaid by April first shall be notified that the Board will consider termination of their membership at its monthly meeting in May. Section 5. The Board, in its discretion, may restore to membership any former member dropped for the rolls for nonpayment of dues or otherwise, upon such terms and conditions as it may deem best for the Society. The Board may also defer or remit the payment of dues of any member. Section 6. The Board may permanently exempt from the payment of dues any member of the Society who shall have paid dues for thirty-five (35) years, or who, having reached the age of sixty-five (65) years, shall have paid dues for twenty-five (25) years. Section 7. The initial membership fee shall be Fifteen Dollars ($15.00) for members and Associate Members. Upon election all new Members and Associate Members shall receive a Providence Engineering Society pin. The initial membership fee shall be waived for student members. Section 8. The Annual Membership dues for Members, Associate Members, and Student members shall be established by the Board of Directors at the April meeting of the Board and shall not exceed Fifty Dollars ($50.00). Members and Associate Members less that twenty five (25) years of age as of July first of any given year shall be allowed a Five Dollar ($5.00) credit. Members and Associate Members who are also members of one or more Associated or Affiliated Organizations will be allowed a Four Dollar ($4.00) credit. These credits are not additive. Section 9. Changes for Association or for Affiliation of another organization with this Society shall be set by the Board of Directors. Section 10. The monthly publication, hereafter called ‘Engineerings’, of the Society shall be sent to each member of the Society and to each member of the Associated or Affiliated Organizations. On the dues invoices to members of the Society and to the Associated and Affiliated Organizations, a portion of the dues shall be segregated and identified as the subscription price for ‘Engineerings’. The executive boards of the Associated and Affiliated Organizations have assumed subscriptions for their individual members when they applied for association or affiliation with the Society. Section 11. The Annual Membership dues for Sustaining and Supporting Members shall be established by the Board of Directors at the April meeting of the Board.
ARTICLE IV DUTIES OF OFFICERS
Section 1. The President shall have general supervision of the affairs of the Society, shall preside at all meetings of the Society and of the Board at which he or she may be present, and shall be ex officio a member of all committees. He or she shall be accountable to the Society and the Board for proper conduct of the affairs of the Society, and in accordance with the Constitution and Bylaws and under the direction of the Board, he or she shall be the chief executive officer of the Society. He or she shall nominate an Executive Secretary at a recommended salary and present the name of the nominee at a monthly meeting of the Board of Directors. The Board shall by a majority vote approve or disapprove the appointment and recommended compensation of said nominee. Section 2. The Senior Vice-President in attendance shall, in the absence of the President, preside at meetings of the Board of the Society. Each of the Vice-Presidents shall be responsible to the Board for the activities of the committees that are assigned to him or her in Art. V of these Bylaws. Each Vice-President shall be a member of his or her assigned committees, and may request such committee members as deemed necessary to attend meetings of the Board to discuss important matters. Each Vice-President shall be responsible for collecting the annual reports of his or her committees and submitting them to the Secretary at least forty-five (45) days prior to the Annual Meeting. Section 3. The Secretary, in addition to the duties prescribed in the Constitution, shall keep a classified record of the membership of the Society, he or she shall promptly present all resignations and all applications for membership received by him or her to the Membership Committee, together with such information as he or she may have concerning the applicants; he or she shall collect all initial fees and annual dues for membership and all other amounts due to the Society except income from investment and shall deposit such funds to the credit of the Society as directed by the Finance Committee; he or she shall from time to time present to the Board a list of the names and individual indebtedness of all members in arrears for dues. The Secretary shall be ex officio a member of all committees. Section 4. The Treasurer, in addition to the duties prescribed in the Constitution, shall have custody of all securities, funds and bank books of the Society, shall collect all income from investments and shall deposit such funds to the credit of the Society as directed by the Finance Committee; he or she shall pay all bills or other evidence of indebtedness which have been approved in writing by the Chairman of the Committee or other person authorized to incur the expense and by the Chairman of the Finance Committee; and he or she shall invest the funds of the Society in such amounts and in such securities as may be ordered from time to time by the Finance committee provided, however, that no securities shall be purchased except such as are legal for savings banks in Rhode Island. His or her books of account shall be open at all reasonable times, and he or she shall make up an annual report covering the year’s activities for the fiscal year, which, when duly audited, shall be filed with the Secretary.

ARTICLE V COMMITTEES
Section 1. The Vice-Presidents are assigned to the following committees, and, as soon as possible after the Annual Meeting, they should appoint a chairman to each of their committees. The President may, at his discretion, change these assignments at any time. 1st Vice President Awards Education Finance 2nd Vice-President Library Membership Publications 3rd Vice-President Associated and Affiliated Organizations Program and Banquet Public Relations Section 2. The following committees are under the direction of the President. Constitution and Bylaws House Planning Section 3. The President shall appoint other committees for the advancement of the purposes of the Society, or as directed by the Board.

ARTICLE VI DUTIES OF COMMITTEES
Section 1. The Membership Committee shall seek to increase membership of the Society. It shall propose to the Board ways on increasing membership; it shall carefully consider the qualifications and desirability of all applicants for membership in the Society; it shall make a report with recommendations at each monthly meeting of the Board, giving name, title, and place of employment of each applicant whose application has been examined; it shall present a report with recommendations upon each resignation which has been referred to it; it shall present an annual report to the Secretary showing the work accomplished during the year. Section 2. The Program Committee shall be responsible for the meetings of the Society as to place, time, program and publicity notices. It shall cooperate the Associated and Affiliated Organizations in all matters connected with meetings and shall promote joint meetings. At the close of the year, it shall submit a complete report to the Secretary. Section 3. The Publications Committee shall have charge of the preparation of all publications authorized by the Board, and shall cooperate with the Secretary in their proper distribution to the members; it shall make an annual report to the Secretary. Section 4. The Library Committee shall have charge of the collection and disposition of books, periodicals, and other resource materials related to the objectives of the Society. The committee shall make an annual report to the Secretary. Section 5. The Finance Committee shall have general supervision of all financial affairs of the Society, and shall advise the Board in reference thereto; it shall obtain and hold suitable surety bonds at the expense of the Society for the Treasurer and the Secretary in such amounts as the Board may direct; it shall submit to the Board for action at its meeting in October a classified budget for the fiscal year ending June 30th following. All bills or other evidence of indebtedness shall be forwarded to the Finance Committee, which shall tabulate them against their respective budget appropriation, and after approval in writing by the Chairman, shall transmit them to the Treasurer for payment. It shall provide to the Secretary financial data as required in Art. VII, Sec. 2 of the Constitution and also a statement as to the probable financial condition at the end of the fiscal year. At the close of the fiscal year it shall audit the books of the Secretary and Treasurer, its duties not being complete until this is done, and upon approval of the Board, it may employ an expert accountant for this purpose. It shall also have charge of the investments of the Society, provided, however, that all investments of shall be made in such securities only as are legal for savings banks in Rhode Island. Section 6. The House Committee shall be composed of the President, 1st Vice-President and Treasurer. They shall have general charge of the Society rooms, property, and personnel; it shall see that said rooms and property are properly maintained; it shall periodically evaluate the property of the Society and present to the Board, recommendations for additions or alterations; it shall, at the May meeting of the Board, present a written report of its work during the year, together with an inventory of the property of the Society. Section 7. The Public Relations Committee shall be responsible for all matters affecting the relation of the Society with the City, State, or public at large. It shall make an annual report to the Secretary. It shall coordinate its efforts with the Trustees. Section 8. The Committee on Associated or Affiliated Organizations shall seek out organizations for Association or Affiliation as specified in Article XI of the Constitution. It shall evaluate the qualifications of each applicant, particularly as to whether the organization should be an Associate or an Affiliate, and it shall present a recommendation to the Board for each applicant. It shall maintain communication with all Associated and Affiliated Organizations. It shall consider any necessary or requested changes in the status of or the Agreement with an Associated and Affiliated Organization and present its recommendation to the Board. It shall make an annual report to the Secretary. Section 9. The Education Committee will be responsible for promoting Engineering as a career. It will maintain a list of speakers who will be available for educational guidance work in the secondary schools and undertake other work of a promotional nature as it sees fit or as directed by the Board. It shall seek ways to raise scholarship monies and propose these to the Board. It shall, at the April meeting of the Board, present a proposal for distribution of scholarship funds for the coming year. It shall make an annual report to the Secretary. Section 10. The Awards Committee will develop a set of awards to be given by the Society, organize the procedures for selecting recipients and nominate the recipients. At least four Associated or Affiliated Organizations shall be represented on the membership of this Committee. It shall make an annual report to the Secretary. Section 11. The Planning Committee will propose to the Board from time to time ways of further implementing the purposes of the Society. The chairman and the membership of this Committee will be chosen in such a way as to ensure continuity in planning. The Committee shall make an annual report to the Secretary. Section 12. The Constitution and Bylaws Committee shall formulate and propose to the Board amendments to the Constitution or Bylaws as directed by the President or the Board. It shall make an annual report to the Secretary.

ARTICLE VII GENERAL
Section 1. The Society, as a body, is not responsible for any statement made or opinion expressed in papers or discussions at its meetings; and discussions shall not include political or purely trade subjects. Section 2. Expenditures. No expenditures in excess of the appropriations provided in the classified budget adopted by the Board will be permitted unless approved by vote of the Board. Committees and others authorized to make expenditures will be considered responsible for the proper apportionment throughout the year of the funds allotted. Section 3. The Fee Fund shall be perpetuated to which shall be added all money received from initial membership fees, all deductions from income representing depreciation and such monies as shall be voted by the Board from time to time. No money shall be appropriated from this fund except by a three-fourths vote at any two successive meetings of the Board. Section 4. The “P.E.S. Education Fund” shall be perpetuated, said Fund having been established by resolution of the Council of the Providence Engineering Society adopted December 5, 1955; and it shall be administered in accordance with said resolution and all properly made amendments to it. Section 5. The Executive Secretary shall assist the elected Secretary and the Treasurer in the performance of their duties as specified in Art. IV, Sec. 3 and 4 of the Bylaws. He or she shall administer the affairs of the office and shall be responsible to the President of the Society.