CSRN Constitution and Bylaws
Constitution
I. Name - the name of this organization shall be the Colorado Spatial Reference Network (CSRN) of the Professional Land Surveyors of Colorado Inc. (PLSC), and its place of business shall be in the State of Colorado.
II. Purpose - The purpose of this organization shall be to design, create, expand, operate, maintain and/or provide professional oversight of a network of continuously operating reference stations to provide rapid, reliable, real time geodetic control data and positioning corrections to a variety of field surveying, mapping, navigation, emergency response and geospatial services in the state of Colorado.
III. Membership
- Classes - Shall be provided for in the By-Laws.
- Membership dues – Shall be set by the Board of Directors at the annual meeting.
- Subscription Fees - Shall be set by the Board of Directors at the annual meeting.
- Discipline and Expulsion – Cause for discipline or expulsion shall be defined in the By-Laws.
IV. Officers and Initial Board - The officers of this organization shall be a President, Vice President, Secretary, Treasurer, and five (5) directors. Collectively these nine (9) members shall constitute the Board of Directors. The PLSC RTRN Implementation Committee shall become initial Board of Directors until the first election. Officer and director qualifications and the method of electing officers and directors shall be provided for in the By-Laws. The names of the persons who are to serve as initial officers and directors for the term hereinafter set forth, are: Russ Clark, President; Dan Smith, Vice President; Pam Fromhertz, Secretary; Tom Adams, Treasurer; Roger Nelson, Director; Brian Dennis, Director; Frank Kochevar, Director; Larry Connolly, Director; Kevin Hoffman, Director. The number of officers and directors herein above set forth may be changed only by an amendment to this constitution.
V. Meetings - The organization shall hold an annual business meeting within the State of Colorado, and such other meetings as provided for in the By-Laws.
VI. Amendments - This constitution may be amended by a two-thirds majority of the membership casting ballots.
VII. Property - Income property of the organization shall not inure in whole or in part, to the Directors, or to any other individual whatsoever. Assets of the organization shall be transferred, upon dissolution, to other organizations formed and operated for similar tax exempt purposes or to the PLSC as determined by the Board of Directors.
Bylaws
ARTICLE I. MEMBERSHIP
SECTION A.
- Voting Member - any person who is interested in or associated with the geospatial positioning such as surveying, mapping, Geographic Information System (GIS), Land Information system (LIS), navigation, emergency response, Geodetic control or RTRN and a member of the PLSC shall upon payment of dues be a voting member of the CSRN and as such shall have full voting and office holding privileges, as provided for in the By-Laws.
- Associate Member - any person who is interested in or associated with geospatial positioning such as surveying, continuously operating reference stations, mapping, Geographic Information System (GIS), Land Information system (LIS), navigation, emergency response, Geodetic control or RTRN and is not a member of the PLSC shall, upon payment of annual dues, be an associate member of the CSRN. Associate members shall have no voting or office holding privileges.
- Sustaining Member - any person or firm engaged in a business related to Geospatial positioning such as surveying, continuously operating reference stations, mapping, GIS, LIS, navigation, emergency response, Geodetic control or RTRN, may at their request, upon contribution of an annual fee, and subject to the approval of the Board of Directors, be a sustaining member of CSRN (Colorado Spatial Reference Network) of the PLSC, but shall have no voting or office holding privileges.
- Student Member - any currently enrolled student of an academic or technical program who has interest in Geospatial positioning such as surveying, continuously operating reference stations, mapping, GIS, LIS, navigation, emergency response, Geodetic control or RTRN, shall upon payment of annual dues and upon providing proof of current enrollment shall be a student member. Student members shall have no voting or office holding privileges, but may serve on committees as appropriate.
- All members may attend all functions (except such hearings specified in Article I., Section C. of these By-Laws) and will receive all publications, of this organization.
- Membership dues for all classes of membership and subscription fees shall be set and modified by the Board of Directors consistent with the needs to the organization.
- CSRN is open to qualified persons without regard to race, religion, color, national origin, age, gender or sexual preference. Any use in these By-Laws of the masculine grammatical form is for purposes of brevity and shall be construed to apply equally to both genders.
SECTION B.
CSRN Membership dues shall be due and payable as of January 1st
for the year and shall be delinquent if not paid by March 1st of the
same year. Membership rights shall cease when dues become delinquent. New member dues and fees will be pro-rated upon the balance of the year
to a minimum of half the annual dues or fees.
SECTION C.
Discipline and Expulsion - This organization through its Board of
Directors shall have the power to investigate and pass judgment upon
the conduct of any of its members or associates alleged to be in
violation of the code of ethics as specified by the current PLSC bylaws
of this organization, or conduct otherwise detrimental to this
organization. Upon alleged misconduct of a member or associate coming
to the notice of the Board of Directors, the Board of Directors shall
examine such charges and, if there appears sufficient reason to conduct
a hearing thereon, shall fix a date
for such hearing, and shall, not less than thirty (30) days prior to
such date, notify the accused thereof by registered letter, accompanied
by a copy of the charges and a copy of this Section of the By-Laws, and
shall conduct such hearing. Upon filing of charges against a member or
associate signed by six or more voting members, the Board shall
initiate and conduct a hearing as outlined above. Any such hearing
shall be conducted as an open meeting of the voting members only. The
Board of Directors by majority of the total Board members may censure
or reprimand the accused or by an affirmative vote of at least five (5)
Board members may expel the accused from the organization. Any
expelled or reprimanded member may appeal the decision of the Board of
Directors to the voting membership at the next regular meeting of this
organization. A two-thirds vote of the voting members is necessary to
override the decision of the Board of Directors.
SECTION D.
The Board of Directors upon investigation may endorse or condemn an
individual's action or conduct.
ARTICLE II. ELECTIONS
SECTION A.
Nominations - Nominations shall be made by petition signed by five (5)
or more voting members, which petition shall be received by the Board
of Directors, through the Secretary at least thirty (30) days prior to
the date for mailing ballots.
SECTION B.
Conduct of General Elections - Ballots shall be mailed to voting
members by October 15th every year and must be returned to the Board of
Directors, through the Secretary, and must be received no later than
November 5th (of the same year) in order to be counted. The Board of
Directors shall conduct the election as a secret ballot, canvass and
certify the results to the annual meeting of the organization. Special
Elections shall be held at the discretion of the Board of Directors.
SECTION C.
Installation - New officers and directors shall be installed at the
annual meeting and shall take office immediately upon installation.
ARTICLE III. ELECTIVE OFFICERS
SECTION A. Qualifications
President and Vice President shall be Licensed Land Surveyors in the
State of Colorado, whose licensure is in full effect and shall be
voting members in good standing of the parent organization (PLSC) and
shall be residents of the State of Colorado. The Treasurer and
Secretary shall be voting members in good standing of this chapter and
shall be residents of the State of Colorado. The five (5) Directors
shall be voting members in good standing of this chapter and shall be
residents of the State of Colorado. Three (3) of the Directors shall be
voting members of the PLSC and Licensed Land Surveyors in the State of
Colorado, whose licensure is in full effect.
SECTION B. President
The President shall be the chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, have the
general supervision, direction and control of the day-to-day business
and affairs of the corporation. He shall have all the general powers
and duties of management usually vested in the office of president of a
corporation, and shall have such other duties and powers as may be
prescribed by the Board of Directors or by the By-Laws. The President
shall preside at all meetings of both the Membership and the Board of
Directors. At or before the first board meeting following his
assumption of office, he shall appoint chair persons as are authorized
by the Board of Directors. The President shall call special meetings
of the Board of Directors as he deems necessary. The President shall
be limited to two (2) consecutive one (1) year terms at a time in
office. At the conclusion his term, the President shall become an
advisory member of the Board of Directors, but shall have no voting
power as a director, nor shall his presence be counted for
determination of a quorum.
SECTION C. Vice President
In the absence of or disability of the President, the Vice President
shall perform the duties of President, and when so acting, shall have
all the powers of and be subject to all restrictions upon the
President. The Vice President shall have such other powers and perform
such other duties as may from time to time be prescribed by the
President and the Board of Directs or by these By-Laws. The Vice
President shall be limited to two (2) consecutive one (1) year terms at
a time in office.
SECTION D. Secretary
The Secretary shall maintain all records of the organization,
transcribe the minutes of all meetings, and be responsible for all
communications and correspondence of the organization. The Secretary
shall be limited to two (2) consecutive two (2) year terms at a time in
office.
SECTION E. Treasurer
The Treasurer shall be responsible for receipt and disbursements of all
monies of the organization including but not limited to Membership
Dues, Subscription Fees and keep and maintain adequate and correct
accounts of the properties, moneys, and business transactions of this
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses and surplus. The books of account shall at
all reasonable times be open to inspection by any director or member.
He shall deposit all moneys and other valuables in the name of and to
the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of
the corporation as may be ordered by the Board of Directors, shall
render to the President and the directors, whenever they shall request
it, an account of all of his transactions as Treasurer, and of the
financial condition of this corporation. He shall give bond in such
amount and with such sureties, and at such time or times as may be
deemed advisable or necessary by the Board of Directors. He shall have
such other powers and duties as may be prescribed by the Board of
Directors or these By-Laws. Authorization of all expenditures shall be
made by the Board of Directors. An annual financial statement shall be
provided by the Treasurer to the Board of Directors and made available
to the general membership at the annual meeting. The fiscal year shall
coincide with the calendar year. All monies of this organization shall
be banked at a government chartered bank of the choice of the
Treasurer. The Treasurer may upon approval of the Board of Directors
hire or sub-contract financial management services of Subscription
Fees. The Treasurer shall be limited to two (2) consecutive two (2)
year terms at a time in office.
SECTION F. Directors
Directors shall be limited to two (2) consecutive two (2) year terms at
a time in office. Three (3) Directors shall be elected in even numbered
years, of which two (2) shall be a voting member of the PLSC, and two
(2) Directors shall be elected in odd numbered years, of which one (1)
shall be a voting member of the PLSC, except when additional
directorships are vacant.
SECTION G. Removal From Office
- Any director absent from three (3) consecutive meetings (excluding teleconference) without prior notice may be removed from office by a majority vote of the Board of directors.
- Any office may be declared vacant by a majority of votes of the Board of Directors present (including teleconference) at the meeting.
SECTION H. Vacancies
Any vacancy in the elective office except that of president shall be
appointed by the Board of Directors to serve until the next general or
special election.
ARTICLE IV. BOARD OF DIRECTORS
SECTION A. Duties and Functions
The Board of Directors shall program and manage the organization and
shall have the sole power to issue by resolution any statement of
policy of the organization. Any special meetings of the organization
shall be authorized by the Board of Directors.
SECTION B. Meetings
Board of Directors meetings shall be held as deemed necessary at the
time and place set by the Board of Directors and such special meetings
shall be held as are called by the President. Unless otherwise
specified, normal business shall be conducted by a quorum of at least
five (5) Directors and Officers present or represented by proxy.
ARTICLE V. COMMITTEES
Committees shall be formed as are deemed necessary by the Board of Directors.
ARTICLE VI. GENERAL MEETINGS
SECTION A. Meetings
Meetings shall be held bi-monthly or as directed by the Board at a time
and place designated by the Board of Directors. The annual meeting
shall occur each year at a time and place designated by the Board of
Directors.
SECTION B. Rules of Procedure
The order of business of all meetings shall be conducted in accordance
with Robert's Rules of Order. The rules contained therein shall govern
this organization in all cases in which they are applicable and in
which they are not inconsistent with the By-Laws and Constitution of
this organization. A board member may assign a proxy to represent him
at a board of director’s meeting by submitting his proxy choice in
writing or by email prior to the meeting.
ARTICLE VII. AMENDMENTS OF BY-LAWS OR CONSTITUTION
By-Laws may be amended by a simple majority vote of the membership voting on that amendment. Any proposed amendment to these By-Laws or to this Constitution must be mailed or otherwise distributed to all voting members at least thirty (30) days prior to any meeting at which the proposed amendment is to be voted on. Members may vote in person at the meeting or by mail ballot.
