Appendix I: Constitution of the Providence Engineering Society

ARTICLE I NAME AND GOVERNMENT
Section 1. The name of this Society is the “Providence Engineering Society.” Section 2. The Society is a non-profit corporation organized under Rhode Island laws. Its principal offices shall be located within the boundaries of the State of Rhode Island and Providence Plantations. Section 3. The Society shall be governed by the Constitution and the Bylaws.

ARTICLE II OBJECTIVES
Section 1. The objectives of this Society are the advancement of the theory and practice of Engineering and its applied Arts and Sciences, promotion of interchange of thought among engineers, and participation in matters of an engineering interest.

ARTICLE III MEMBERSHIP
Section 1. The grades of membership shall be (a) Sustaining Member, (b) Supporting Member, (c) Honorary Member, (d) Member, (e) Associate Member, and (f) Student Member. Section 2. Each Sustaining Member, Supporting Member, Honorary Member, and Member shall be entitled to vote on any matter before the Society. Section 3. Each Sustaining Member, Supporting Member, and Member shall be eligible for elective office in the Society. Section 4. Any Sustaining Member, Supporting Member, Honorary Member, Member, Associate Member, or Student Member may be may be appointed to any authorized committee and may participate in discussion of any matter before the Society.

ARTICLE IV QUALIFICATIONS FOR MEMBERSHIP
Section 1. Election to all grades of membership and transfer from grade to grade shall be made by the Board of Directors. Section 2. An Honorary Member shall be one who has attained distinction in the profession of either engineering or land surveying. Section 3. A Sustaining Member shall be any individual, company, organization, or other association that is interested in the science and technology of engineering or land surveying. Each Sustaining Member that is not an individual shall designate an individual as its member representative. Section 4. A Supporting Member shall be any individual, company, organization, or other association that is interested in supporting the goals and operations of the Society. Each Supporting Member that is not an individual shall designate an individual as its member representative. Section 5. A Member shall be: (a) one who by knowledge of engineering principles, mathematics, and the physical sciences is qualified in design, construction, or operation of engineering works; (b) an educator who is qualified to teach in a recognized engineering or physical science curriculum at the four year college level; (c) an originator who has attained eminence in the engineering arts and sciences; (d) an executive or manager with responsibility in the conduct of an organization which to a major degree involves the application of engineering knowledge and principles; (e) one who is duly registered in the profession of Land Surveying. Section 6. An Associate Member shall be one who is interested in the objectives of this Society and who has a desire to aid and participate in its activities. Section 7. A Student Member shall be one who is currently enrolled in a college level technical curriculum. Section 8. Individuals who hold membership in the Associated Organizations or Affiliated Organizations and who desire to hold membership in this Society shall apply for and meet the requirements for membership in the Society. Section 9. REMOVAL. Any member may be removed from membership for unethical conduct at any time by affirmative vote of a two-thirds (2/3) majority of the entire board of directors. At the request of the removed member, the Board of Trustees will review the vote. The Trustees may overturn the vote by a simple majority of a quorum.

ARTICLE V FEES AND DUES
Section 1. Annual dues, entrance fees, etc. are to be as prescribed in the Bylaws. Section 2. Honorary Members shall be exempt from dues and fees.

ARTICLE VI DIRECTORS
Section 1. The affairs of this Society shall be managed by a Board of Directors. Section 2. The Board shall consist of the elected officers of this Society, its immediate Past President, and one Director representing and designated by each of the Associated Organizations as defined in this Constitution. Each Director shall have one vote. Section 3. The elected officers of this Society shall be a President, three (3) Vice Presidents, a Secretary, and a Treasurer. All elected officers shall assume office July 1st, the beginning of the fiscal year, and shall continue until their respective successors are duly elected and assume office. Section 4. Annually a President, three (3) Vice Presidents, a Secretary, and a Treasurer shall be elected to serve for one (1) year. Election shall take place at the Annual Meeting of the Society or by a ballot mailed to be completed no later than June 30th to all voting members. A plurality shall elect. Section 5. VACANCIES The Board shall have power to fill officer’s vacancies in its membership until the next elections, except that in the event of disability or death of the President, the Vice President who is senior in office shall perform the duties of President during such disability or until the next election. Vacancies among the Directors representing Associated organizations shall be filled by the organizations they represent. Section 6. REMOVAL. By an affirmative vote of a two-thirds (2/3) majority of the entire board of directors, any officer may be removed from office for unethical conduct or for failure to perform his duties. At the request of the removed officer, the Board of Trustees will review the vote. The Trustees may overturn the vote by a simple majority vote of a quorum. Section 7. When matters involving expenditures of the capital of the Fee Fund, as defined in the Bylaws; expenditures of the capital of the existing Evert W. Freeman Fund; expenditures of the capital of the existing Kate Gleason Fund; or the disposition or assignment of real property of the Society are before the Board, then the Past Presidents who are at that time members of the Society and present at the Board meeting shall be deemed to be members of the Board with one vote each in such matters.

ARTICLE VII BOARD OF DIRECTORS
Section 1. The Board shall have full control of the affairs of the Society subject to the limitations of the Constitution. It may make and alter Bylaws for the government of the Society. A majority of the Board, as defined in Article VI, Section 2 shall constitute a quorum. Section 2. The Secretary shall present at the Annual Meeting of the Society, and at the June meeting of the Board a report signed by the President and the Treasurer, summarizing the activities of the society and its financial condition for the current year; and stating both the original cost and estimated present worth of real and personal property owned by the Society; and stating the present worth of that portion of the Fee Fund that is considered to be Depreciation Reserve. This report shall become a part of the minutes of the Annual Meeting. Section 3. The Board may delegate specific powers to any committee of members or to any member. Section 4. The Secretary shall mail to each member of the Board no later than seven days prior to the Board meeting a notice of such meeting. When matters as noted in Article VI, Section 6 are to be acted upon, the notice shall state the nature of such matters and a copy of the notice shall be mailed to all Past Presidents who are at the time members of the Society.

ARTICLE VIII TRUSTEES
Section 1. The Trustees of the Society shall have the following duties - (a) Establish goals and policies for the Society, (b) Ensure that plans and programs meet the goals of the Society, (c) Provide for the Society’s longrange financial security, (d) Review the organizational structure, (e) Educate and inform the community, (f) Evaluate the performance of the Board of Directors, (g) Act as a Nominating Committee to fill vacancies and expiring terms among both the Trustees and the elected officers of the Society. Section 2. The Trustees shall consist of members of the Society, plus the President. Annually approximately one third (1/3) of the Trustees shall be elected to serve for three (3) years. The election shall take place at the Annual Meeting of the Society or by a ballot mailed to be completed no later than June 30th to all voting members. A plurality shall elect. Section 3. After each election, the Trustees shall elect a chairman from among their number to serve a one year term. The chairman can be re-elected. The Trustees may elect any other officers they deem necessary. Section 4. Nominations for Trustees may come from the Trustees themselves or from the membership (See Article IX, Section 2), except that the immediate Past President is automatically nominated for a full term, if he or she agrees. Section 5. The Trustees shall meet at least once a quarter. A quorum shall be 33% of current members or at least 7 members, whichever is larger. A simple majority shall be sufficient in all votes. Section 6. Annually, the Trustees shall prepare a report to the Society. It shall be presented to the President before the April meeting of the Board. The President shall present the report to the Society at the Annual Meeting.

ARTICLE IX NOMINATIONS
Section 1. The Trustees shall propose, to the Board, a slate of candidates to fill the vacancies and expiring terms of both the officers and trustees of the Society at least eight (8) weeks prior to the Annual Meeting. Section 2. Additional nominations for any officer or trustee, must be signed by at least thirty (30) voting members in good standing and must be filed with the Secretary not later than two (2) weeks prior to the Annual Meeting. Section 3. The Secretary shall publish in ENGINEERINGS, at least eight (8) weeks prior to the Annual Meeting, a notice declaring that nominations are open and explaining the procedure described in Section 2. Section 4. The Secretary shall publish the slate of candidates submitted by the Trustees, in ENGINEERINGS or by mail at least one (1) month prior to the Annual Meeting. Any other valid nominations received by the deadline for this issue of ENGINEERINGS must be published also. If additional valid nominations are received after the deadline for that issue of ENGINEERINGS, the Secretary shall mail to each member of the Society, not later than one (1) week prior to the Annual Meeting, a list of all candidates.

ARTICLE X MEETINGS OF THE SOCIETY AND VOTING
Section 1. Regular meetings of the Society shall be held at the discretion of the Program Committee with the approval of the Board of Directors. Section 2. The Annual Meeting of the Society shall be held during May or June. Said meeting may be combined with a meeting of the Board of Directors. Section 3. A special meeting of the Society may be called at any time at the discretion of the Board and shall be called by the Board within sixty (60) days after receipt of written request signed by at least thirty (30) members. The call for such meetings shall be issued at least thirty (30) days prior to the date set for it, and shall state the business to be considered. No other business shall be transacted at this meeting. Section 4. Voting on matters before any meeting of the Society shall be restricted to Sustaining Members, Supporting Members, Honorary Members, and Members, who shall have one vote each. Thirty (30) voting members shall constitute a quorum. Section 5. An action of a meeting of the Society shall be deemed an action of the Society as a whole, except that the disposition of property, the incurring of indebtedness, or the expenditure of funds required by any such action shall be subject to approval and authorization by the Board of Directors. Section 6. An action of the Society or of the Board shall be presumed to be accepted and approved by the Associated and the Affiliated Organizations unless rejected by letter to the Secretary of the Society within 45 days from the date of notice of the Society’s action, said notice having been mailed postage prepaid to the principal officer of each Associated and each Affiliated Organization. Section 7. The Board of Directors may submit any matter to the membership by a mail ballot sent to all voting members whose dues payments are current. The Board may set any deadline for return of the ballots, as long as it is at least 10 days after the ballots are mailed. For ballots not mentioned elsewhere in the Constitution or Bylaws, the minimum voting requirement will be a simple majority of 30 ballots.

ARTICLE XI ASSOCIATED AND AFFILIATED ORGANIZATIONS
Section 1. An Associated Organization shall be an engineering organization having membership requirements substantially equivalent to those specified for Members of the Society (See Art. IV, Sec. 3) and with mutual interests to be served by Association and provide a mutually satisfactory written Agreement of Association has been completed and accepted by the Society’s Board of Directors and by the governing body of the organization. Section 2. An Affiliated Organization shall be an organization having membership requirements substantially equivalent to those specified for Associate Members of the Society (See Art. IV, Sec. 4) and with mutual interests to be served by Affiliation and provided a mutually satisfactory written Agreement of Affiliation has been completed and accepted by the Society’s Board of Directors and by the governing body of the other organization. Section 3. Any Agreement of Association of Affiliation may be cancelled upon one year’s written notice by either party. A cancellation notice initiated by this Society shall be approved by a majority of the full membership of the Board of Directors. Section 4. Individual members of Associated Organizations and of Affiliated Organizations who desire to hold a membership in this Society shall apply under requirements set forth in Article IV.