SOUTH CAROLINA SOCIETY OF PROFESSIONAL ENGINEERS
EDUCATIONAL FOUNDATION, INC.

ARTICLE I – CORPORATE SEAL

The seal of the South Carolina Society of Professional Engineers Educational Foundation Inc. (hereinafter referred to as “corporation”) shall be circular and shall have inscribed thereon, within and around the circumference, the following: “South Carolina Society of Professional Engineers Educational Foundation, Inc.”.  In the center shall be the word “Corporate Seal”.

ARTICLE II – FISCAL YEAR

The fiscal year of the corporation shall be determined at the discretion of the Board of Trustees (hereinafter referred to as “Board”), but in the absence of any such determination it shall be the same as the South Carolina Society of Professional Engineers (hereinafter referred to as “SCSPE”). 

ARTICLE III – TRUSTEES AND EX OFFICIO MEMBERS

 (A)     Trustees shall manage the business and affairs of the corporation. Each Trustee shall have one vote at meetings of the Board of Trustees.

 (B)     The initial number of Trustees of the corporation shall be ten.  All Trustees need not be residents of the State of South Carolina; however, Trustees must be SCSPE members in good standing. Each SCSPE Chapter shall be given the opportunity to nominate a Trustee, as set forth herein.  The number of Trustees may be increased or decreased by amendments to these Bylaws. 

 (C)     Trustees shall serve a term of approximately three years, beginning at the start of business on the day of the first annual meeting of the Board of Trustees following their election and ending at the close of business on the day prior to the annual meeting of the Board of Trustees during their third year of service. 

(D) The SCSPE Board of Directors shall elect the successor Trustees according to procedures approved by the SCSPE Board of Directors or, otherwise, by majority vote of the SCSPE Board of Directors.  The successor Trustees must have been nominated by their respective Chapter according to procedures approved by the Chapter or, otherwise, by majority vote of the Chapter Board of Directors and recommended by the residing Board of Trustees according to procedures approved by the Board or, otherwise by majority vote of the Board.  Any Trustee may be elected to no more than two consecutive terms.

(E) The SCSPE Board of Directors shall have the power to remove any member of the corporation’s Board, with or without cause, by a two-thirds vote of the SCSPE Board of Directors.  Exception:  Failure to maintain SCSPE membership in good standing, for any reason, as reported by the National Society of Professional Engineers or by the SCSPE, is cause for a Trustee’s automatic and immediate removal from the Board.  In this case, the residing President of the SCSPE Board of Directors will notify the Trustee of such removal in writing.  Any vacancy created by the resignation or removal of a Trustee, or otherwise, shall be filled by the SCSPE Board of Directors, as outlined in Article III, Paragraph (D) for the remainder of the un-expired term.

(F) The residing SCSPE President, the immediate SCSPE Educational Foundation, Inc. Past President and the residing State MATHCOUNTS Coordinator shall be ex officio members of the Board.  An ex officio member, unless duly elected as a Trustee by the SCSPE Board of Directors, shall have none of the privileges of a Trustee.

ARTICLE IV – MEETINGS AND QUORUMS

 (A)     An annual meeting of the Board of Trustees shall be held in the first quarter of each fiscal year to elect officers and to carry on such other business as may properly come before the Board.  Except for the annual meeting, all other Board meetings may be in the form of electronic conferencing.  Any officer of the Board of Trustees may call special meetings.

 (B)     Notice of meetings of the Board of Trustees stating the place or type, day, and hour of the meeting shall be sent via mail, fax or electronically to each member of the corporation for receipt at least three days prior to the date of the meeting.  In the case of a special meeting, the purpose(s) for which the meeting is called shall be included in the notice.

(C)     A majority of the number of Trustees in office, present in person or by written or electronic proxy, shall constitute a quorum at any meeting of the Board.  If a quorum exists, a majority vote of the Trustees present shall be the act of the Board and shall be sufficient to pass any measure, except that for which a larger number of Trustees is required by the Bylaws or any provision of South Carolina law.

(D)     Any action required to be taken at a meeting of the Board of Trustees or any action that could be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action to be taken, is signed by all Trustees before such action is taken.  Such consent shall have the same force and effect as a unanimous vote.

 (E)     Notwithstanding any other provision of these Bylaws, whenever notice of any meeting for any purpose is required to be given to any Trustee under provisions of South Carolina law or these Bylaws, a waiver thereof in writing and signed by the Trustee entitled to said notice, whether before or after the time stated herein, shall be the equivalent to the giving of such notice.  A Trustee who attends a meeting shall be deemed to have had timely and proper notice of the meeting, unless the Trustee attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V – COMMITTEES

 (A)     The Board, by a resolution adopted by a majority of all Trustees, may designate two or more Trustees to constitute an Executive Committee.  The Executive Committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, except to approve: an amendment of the Articles of Incorporation; a plan of merger or consolidation; a sale, lease, exchange, mortgage, pledge or other disposition of any of the property and/or assets of the corporation; the voluntary dissolution of the corporation; or, the revocation of voluntary dissolution proceedings.

(B) Other committees, with limited authority, may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present.

ARTICLE VI – OFFICERS

 (A) The Board shall elect a President, a Vice President, a Secretary and a Treasurer, all of whom must be Trustees, at its annual meeting.  Any officer may hold more than one office except that the same person shall not be both President and Secretary.  The President, Vice President, Secretary and Treasurer shall serve for a term of one year and may serve one consecutive term if elected to do so by the Board. These officers of the corporation shall have such duties that generally pertain to their respective offices as well as such powers and duties that may be delegated by the Board.

(B) By a resolution adopted by a majority of all Trustees, the Board may appoint honorary officers, who may or may not be Trustees and who may or may not be SCSPE members and who may or may not reside in South Carolina.  The resolution must also contain set service terms as well as outline authority and duties.

(C) Any officer may be removed, with or without cause and by majority vote of the Board of Trustees. The Board shall fill vacancies among officers, as appropriate. 

 (D)     The Board may require any or all officers, agents and employees of the corporation to give bond to the corporation with sufficient sureties conditioned on the faithful performance of the duties of their respective offices or positions and to comply with such other conditions that may from time to time be required by the Board.  The corporation shall be responsible for all reasonable costs for bonding.

ARTICLE VII – REGISTERED OFFICE AND AGENT

     The initial registered office of the corporation shall be P.O. Box 11937, Columbia, SC 29211.  The initial registered agent shall be Joe S. Jones, a resident of South Carolina whose business office and address is the same as the registered office.

ARTICLE VIII – INDEMNIFICATION OF TRUSTEES AND OFFICERS

 (A)     The corporation shall indemnify each Trustee and officer against liabilities (including judgments, fines and reasonable attorney’s fees, costs and expenses) incurred in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (any of which is hereinafter referred to as a “proceeding”), to which they may be made a party by reason of being or having been a Trustee or officer of the corporation, except in relation to any proceeding in which they have been adjudged liable because of willful misconduct, bad faith or gross negligence involved in the conduct as a Trustee or officer or, in relation to any criminal proceeding, in which they had reasonable cause to believe their conduct was unlawful (any of which behavior is hereinafter referred to as “misfeasance”).  Even if they are guilty of misfeasance, the Trustee or officer shall be entitled to such indemnification as may be ordered by a court.  In the event of the disposition of any proceeding in which no determination of misfeasance has been made, such indemnity shall be conditioned upon a prior determination that the Trustee or officer acted in good faith and without misfeasance, and that such payments or obligations are reasonable.  Such determination shall be made (i) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such proceeding or (ii) by independent legal counsel in a written opinion if such quorum is not obtainable, or, even if obtainable, if a majority of disinterested Trustees so directs.  Trustees eligible to make any such determination or to refer any such determination to independent legal counsel must act with reasonable promptness when any Trustee or officer seeks indemnification.

 (B)     Expenses incurred in defending any proceeding may be paid by the corporation in advance of the final disposition of such proceeding, if authorized in the manner set forth in the preceding paragraph, upon receipt of an undertaking by or on behalf of the Trustee or officer to repay such amount unless it shall ultimately be determined that his is entitled to indemnification.

(C)     Every reference herein to a Trustee or officer shall include every Trustee or former Trustee or officer of the corporation and every person who may have served at the request of the corporation or one of its subsidiaries as a director or officer or in a similar capacity of another corporation (stock or non-stock), partnership, joint venture, trust or other enterprise and, in all such cases, the heirs, executors and administrators of such director or officer.

 (D)     The corporation may further indemnify each Trustee and officer in any other manner permitted by law or as directed to do so by the SCSPE Board of Directors.

ARTICLE VIII – AMENDMENTS

 (A)     The Board, at any annual, regular or special meeting for which a quorum exists, may amend and/or repeal these Bylaws and may make new Bylaws, as it may deem necessary.

 (B)     In the event any portion of these Bylaws is subsequently rendered invalid by act of the General Assembly of South Carolina those portions hereof which are not affected by such legislation shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

Adopted  April 27, 2004  Last Amended August 23, 2007