NACE Constitution


ARTICLE I

Name and Objectives

SECTION 1.
The name of the Association shall be the National Association of County Engineers, Incorporated (NACE) an affiliate of the National Association of Counties (NACo).

SECTION 2.
The Association shall be incorporated as a non-profit organization under the laws of the state of Florida.

SECTION 3.
The objectives of the Association are: To promote the use of recognized engineering standards for the design, construction, and maintenance of public works; To promote the spirit of cooperation between city, county, state and Federal agencies; And, by the exchange of ideas, to give all counties in each state the advantages of qualified professional engineering services in all phases of public works. It is a non-profit corporation dedicated to the advancement of engineering, management, research and education.

SECTION 4.
The Association shall endeavor to accomplish these objectives by: Providing a forum for the exchange of ideas and information for the advancement of county engineering and management aimed at improving service to the public; Stimulating the development and growth of individual state organizations of county engineers and county road officials; Improving relations and cooperation among county engineers, county road officials and other agencies; and Monitoring national legislation affecting County Transportation/Public Works Departments and, through NACo, provide NACE’s legislative opinions.

ARTICLE II

Membership Grades

SECTION 1.
The grades of membership of this Association shall be Voting Member, International Member, Associate Member, Life Member, Honorary Member, Corporation Member and Institution Member.

Voting Member. Any individual employed as a County Engineer or in an engineering or management capacity by a county or equivalent governmental agency in the United States, Canada, or other country shall be eligible for Voting Membership with the right to vote on all matters of Association business.

Associate Member. Any individual whose training, education, vocation or experience will further the objectives and needs of this Association, including but not limited to State Aid Engineers, and ex-County Engineers, except as otherwise provided herein, shall be eligible for Associate Membership.

Life Member. The grade of Life Member may be granted to an individual who has been an active Individual Member in good standing for a minimum of fifteen years, or has served NACE as an officer or member of the Board of Directors, and has retired from active participation in County Engineering or the equivalent thereof. Any Life Member who returns to work with a county shall be carried as a Voting Member while thus employed and shall be required to pay Voting Member dues to maintain his membership.

International Member. Any individual employed as a County Engineer or in an engineering or management capacity by a county or equivalent governmental agency in Canada or other country shall be eligible for International Membership with the same privileges as Voting Members, except to hold office. The dues for this grade of membership shall be ten U.S. dollars less than the dues of Voting Members.

Honorary Member. An Honorary Membership may be conferred upon an individual. In general, the recipient will be a person of outstanding ability in the highway or public works field, who has contributed greatly to the advancement of County Engineering. Any Voting Member in good standing may nominate an individual for Honorary Membership.

Corporation Member. Any corporation whose company will further the objectives and needs of this Association.

Institution Member. Any institution whose organization will further the objectives and needs of this Association.

ARTICLE III

Chapter Affiliation

SECTION 1.
A State Association of County Engineers or any Association of a State, Province or governmental unit in the United States or other Countries, whose objectives and ideals conform to those of the National Association of County Engineers, may be eligible for affiliation with the Association as a Chapter.

SECTION 2.
Applications for affiliation shall be submitted in writing to the Executive Director along with the pertinent data as required by this article.

SECTION 3.
A state association or other affiliate association shall meet the following procedures and requirements:

The affiliate shall be governed by a constitution or its equivalent. A copy of this document shall be filed with the application for affiliation.

The annual membership fees of the Association members shall be collected by the affiliate and forwarded to the Executive Director together with a listing of the name, title, address and telephone number of each member. The Secretary-Treasurer with the assistance of the Executive Director shall keep track of and account for all dues payments.

SECTION 4.
The proposed affiliate application shall be reviewed by the Executive Director for its completeness. The Executive Director will present the completed application to the Board of Directors for their consideration.

SECTION 5.
Following the acceptance of an association as an affiliate, the Chapter may appoint one of their members, who is a Voting Member of the Association, to represent the Chapter on the Board of Directors as a Director at Large. Before the appointment becomes official, the presiding officer of the affiliate chapter shall certify to the Executive Director the name, title, address, telephone number and the term of office of the appointee.

SECTION 6. The Board of Directors may establish additional procedures and requirements for Chapter affiliation.

ARTICLE IV

Officers, Elections and Duties

SECTION 1.
Election: The officers of the Association shall consist of a President, President-Elect, Regional Vice-Presidents and a Secretary-Treasurer. The candidates for the offices of President-Elect and the Secretary-Treasurer shall be nominated from the Voting Membership, reviewed by a nominating committee, and elected by a plurality of the votes cast by Voting Members in the election, voting by either letter or electronic ballot. The President-Elect shall succeed the President at the end of the term or as stated in Article IV Section 4. The candidates for the Regional Vice-Presidents shall be nominated from the Voting Membership in the region to be served, reviewed by a nominating committee, and elected by a plurality of the votes cast by Voting Members from that region in the election, voting by either letter or electronic ballot. The ballot shall be sent to each eligible Voting Member, along with a short biography of each candidate, a minimum of thirty days prior to the annual meeting of the Association. Ties shall be broken by the toss of a coin.

The President and the President-Elect shall serve for the period extending from the close of one Annual Meeting to the close of the next Annual Meeting or until a successor is duly elected and qualified. They shall be ineligible for re-election to succeed themselves in the same office, except for when a President-Elect completes the term of a vacated President under Article IV, Section 4. The Secretary-Treasurer shall serve the same term, and may be re-elected at the will of the membership. The candidates for President-Elect and Secretary-Treasurer shall be qualified by previous service on the Board of Directors. All nominations shall be received by the Executive Director a minimum of 90 (Ninety) days prior to the Annual Meeting.

The Regional Vice Presidents shall serve for a two year period extending from the close of one Annual Meeting to the close of the second succeeding Annual Meeting. All NACE regions shall be represented by a Vice President who shall be elected and serve as outlined in the NACE Bylaws, Article IV, Regional Vice Presidents.

SECTION 2.
Directors at Large: Any State Chapter Affiliate or other Chapter Affiliate may appoint or elect a Voting Member from their Chapter to represent the Chapter as a full voting member on the Board of Directors. Directors at Large will serve a term as prescribed by the Chapter Affiliate and will be able to succeed themselves as long as the Chapter Affiliate may desire. Any expense incurred by a Director at Large will be the responsibility of that member or the Affiliate Chapter. If a vacancy occurs, it will be the responsibility of the Affiliate Chapter to appoint a new Director at Large.

SECTION 3.
The President shall preside at the Annual Meeting, any called National Meetings and all Board of Directors Meetings. He/she is charged with administering and executing the policies of the Association, and shall represent the Association in any capacity as specified by the Board of Directors. Vacancies on the Committees of the Association shall be appointed by the President and he/she shall be ex-officio member of all committees and shall direct and coordinate the activities of all committees. He/she  shall be one of the eligible signers on checks written on the Association’s accounts. He/she shall approve or disapprove all individual membership applications.

SECTION 4.
The President Elect shall serve in the absence of and assist the President in any manner so directed by either the President or the Board of Directors. Should the office of President become vacant or the President declares himself/herself unable to serve, the President Elect will assume the duties of the office of the President. Should the office of President Elect become vacant, the Board of Directors shall appoint a successor.

SECTION 5.
In the event that the President and President Elect both are unable to serve, the Board of Directors shall appoint successors to fulfill their terms of office.

SECTION 6.
The Secretary-Treasurer shall record the minutes of all Association and Board of Directors meetings and distribute such minutes to the Board of Directors after meetings are held. He/she shall, with the assistance of the Executive Director, receive and account for all dues, funds and grants for the Association and audit and pay all approved bills of the Association. He/she, with the assistance of the Executive Director, shall present a financial statement of condition at least once a year at a time to be specified by the Board of Directors. He/she shall be one of the eligible signers on checks written on the Association’s accounts. Should the office of Secretary-Treasurer become vacant, the Board of Directors shall appoint a successor to fulfill the term of office.

SECTION 7.
The Regional Vice Presidents shall assist the President, President Elect, Secretary-Treasurer, and Board of Directors in any manner requested by them and promote a close working relationship and liaison with Chapters, Affiliates and the membership through the Directors at Large in their region. The Regional Vice Presidents shall also be responsible for research projects and liaison with related national organizations as determined by the Board of Directors. As needed, they will assist the Executive Director in determining the eligibility of members and refer the Honorary membership recommendations to the Board of Directors. In the event a Regional Vice-President is unable to serve, the vacancy shall be filled by an election by the Directors at Large from the affected region. The President shall convene a meeting either in person or by teleconference of these Directors at Large within 30 days of the vacancy. This selection shall remain in effect until the next regular election.

SECTION 8.
The Directors at Large shall represent their respective Chapter and shall be the liaison between the Chapter and the Board of Directors. They shall assist and work with their respective Regional Vice President in processing membership applications and in other NACE matters as requested by the Board of Directors.

ARTICLE V

The Board of Directors and the Executive Committee

SECTION 1.
The President, President Elect, Secretary-Treasurer, Regional Vice Presidents, Directors at Large, the Immediate Past President and Representative to the National Association of Counties Board of Directors shall constitute the Board of Directors, and the President shall be chair.

SECTION 2.
The Board of Directors shall establish the policies of the Association and advise and assist the President in executing them. The Board of Directors shall:

Establish and maintain a Constitution and Bylaws for the orderly operation of the Association. These documents shall be made available to each member.

Establish procedure and requirements for Chapter affiliation.

Approve or disapprove Life and Honorary Membership recommendations and applications.

Make appointments of officers and for specified positions as required and when necessary.

Meet at least annually and at the call of the President. If seven Directors formally petition the President to call a Board meeting, the President must call such a meeting within 30 days of receiving such petition.

Secure an annual audit of the Association’s accounts and report the financial condition at the next Annual Meeting of the Association.

Authorize the President to enter into agreements, contracts, etc. within the interests of the Association.

Establish the membership fee for the various classifications of membership.

Prepare and approve instructions for the Representative to the National Association of Counties Board to convey to such Board.

Establish election procedure.

Review Regional boundaries and make changes or create new ones as may be deemed necessary in the best interest of the objectives of the Association.

Provide compensation, remuneration and reimbursement to employees, agents, firms or others as necessary and desirable to further the objectives, programs and work of NACE.

Establish the dollar amount for which the Officers and employees shall be bonded. The amount shall be no less than the sum of money for which they are responsible.

Upon receipt of the report of recommendations from the Conference Selection Committee and Executive Director, select the site of the Annual Conference, by simple majority vote, no later than two years in advance.

SECTION 3.
The Executive Committee shall consist of the President, President Elect, Secretary-Treasurer, the Immediate Past President, NACO Director, and the Regional Vice Presidents, whose duties shall be to conduct the business of the Association between Board meetings. All matters not specifically herein reserved to the Board of Directors shall be the responsibility of and within the purview and jurisdiction of the Executive Committee. The Past President and NACO Director shall be ex-officio non-voting members of the committee.

SECTION 4.
The Board of Directors and/or the Executive Committee may conduct the affairs of the Association as deemed necessary by the President.

SECTION 5.
The Executive Committee may:

Appoint a Representative to the National Association of Counties Board of Directors. The appointment shall be for a two-year term to begin at the close of the Annual Meeting in odd numbered years.

Appoint an Executive Director. Details of the appointment shall be reviewed with the Board of Directors at the next National Meeting. The Executive Director shall be an ex-officio member of all committees and shall be one of the eligible signers on checks written on the Association’s accounts.

Authorize the employment of or contracting for services of such individuals, agents, firms and associations whose service shall be deemed desirable, from time to time.

SECTION 6.
The Executive Committee shall provide for review and approval of programs developed and proposed by NACE Staff or others for the NACE Management and Technical Conference.

ARTICLE VI

Meetings and Quorum

SECTION 1.
The Annual Meeting of the Association shall be held at the NACE Management and Technical Conference.

SECTION 2.
The Association shall also meet at the Annual Meeting of the National Association of Counties or at another location approved by the Board of Directors.

SECTION 3.
Other Meetings of the Association may be called at such time and place as the Board of Directors or Executive Committee may designate.

SECTION 4.
At the time of the Annual Meeting, the following reports shall be given:

Association progress by the President.

Regular Activities by the Executive Director and/or Secretary-Treasurer.

Financial statement by the Secretary-Treasurer.

Committee Activities or projects by the Regional Vice Presidents or their designated representatives.

National Association of Counties activities by the Representative to the National Association of Counties.

Affiliate State Reports by the State Director or representative.

SECTION 5.
A simple majority of the Board of Directors shall constitute a quorum. A simple majority of the NACE elected Directors, the appointed Directors and the Directors at Large who are present shall be required for favorable action on policy proposals coming before the Board.

SECTION 6.
“Roberts Rules of Order and Parliamentary Procedure” shall prevail at all meetings.

ARTICLE VII

Amendments

SECTION 1.
A proposed amendment to this constitution, when approved by a favorable vote of the Board of Directors, shall be placed on the first available business meeting agenda of the Association held at the annual NACE Management and Technical Conference. If the proposed amendment receives a favorable vote of the membership at the business meeting, it shall then be submitted by letter or electronic ballot to the Voting Members, by the Executive Director, within 90 days of the conclusion of the aforementioned business meeting. If approved by at least two-thirds of the ballots returned, within thirty days of the distribution of the ballots, the amendments shall become effective. Notice of the results of the vote shall be published in a manner as directed by the Executive Committee. The revised Constitution shall be updated and made available via mail or electronic format to the membership in a manner as directed by the Executive Committee.

SECTION 2.
Amendments duly approved as provided in this Constitution shall go into effect immediately after such approval and the Board of Directors shall have the authority and responsibility to take appropriate action or make necessary arrangements for putting the amendments into effect.

ARTICLE VIII

Dissolution

SECTION 1.
If it becomes necessary to dissolve the National Association of County Engineers, Incorporated, all assets shall be transferred by the Board of Directors to such other non-profit organization which will, in their opinion, further the objectives of the National Association of County Engineers. In no event, shall any member or other individual directly profit from such dissolution.

Amended July 1999, June 2003, April 2009, September 2009, June 2014