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BYLAWS OF THE
TUCSON CHAPTER
OF THE
AMERICAN SOCIETY OF HEATING, REFRIGERATING
AND AIR-CONDITIONING ENGINEERS, INC.

Approved by the Society December 11, 1981

ARTICLE I - GOVERNMENT

1.1 Governing Instruments The Tucson Chapter (herein “Chapter”) of the American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc. (herein “Society”) shall be governed by its Constitution and these Bylaws, to the extent not inconsistent with the Certificate of Consolidation, Bylaws or Rules of the Board of Directors of the Society.

1.2 Interpretation. The Board of Governors shall resolve all questions of interpretation of the Constitution and these Bylaws.

1.3 Rules of Order. Except as otherwise provided in the Constitution or these Bylaws, the conduct of meetings of the members shall be governed by the rules of procedure set forth in “Robert’s Rules of Order”, as revised.

ARTICLE II - MEMBERSHIP

2.1 Qualification. The membership of the Chapter shall consist of all members in good standing of the Society residing in the geographic area of the Chapter, as prescribed by the Board of Directors of the Society.

2.2 Non-residents. Notwithstanding the foregoing, a member of the Society residing in the geographic area of a Chapter may elect, subject to the approval of the Board of Governors, to be a member of another Chapter. He may, however, only vote in one Chapter.

2.3 Grade. Each member shall hold the same grade of membership in the Chapter as he holds in the Society.

2.4 Rights and Privileges. All Chapter members shall be entitled to the same rights and privileges, except that (1) affiliates, (2) student members and (3) members who have not paid Chapter fees, dues, assessments or other charges within sixty (60) days of their due date shall not be entitled to voting privileges or to the right to election or appointment as an officer, governor, or committee chairman of the Chapter. All rights and privileges of a member are vested solely in the member and may not be delegated or transferred, except as provided in ARTICLE III, paragraph 3.7 hereof.

2.5 Suspension. All rights and privileges of membership in the Chapter shall be suspended, in the event that a member does not pay any Chapter fees, dues, assessments or other charges within, six (6) months of their due date; such membership rights and privileges shall be restored upon full payment thereof. Delinquency in payment of Chapter dues or other Chapter charges will not affect a member’s standing in the Society.

2.6 Termination. Membership in the Chapter shall terminate upon the death of any member, the removal of a member’s principal place of residence to the geographic area of another Chapter except as provided in ARTICLE II, paragraph 2.2 hereof, or the receipt of written notice by the member of termination of membership. In the event of such termination, neither the former member, nor his personal representatives, heirs or devisees shall have any right, title or interest in the Chapter or its assets.

2.7 Expulsion. A member may be expelled from the Society and the Chapter only upon action taken by the Board of Directors of the Society. Such action may be initiated by the Board of Governors of the respective Chapter by the filing of written charges and supporting evidence with the Secretary of the Society.

ARTICLE III - MEETINGS OF MEMBERS

3.1 Regular Meetings. Meetings of the Chapter shall be held on at least a monthly basis from September through May, at such time and place as is prescribed by the Board of Governors.

3.2 Annual Meeting. The annual meeting of the Chapter for the installation of officers and the Board of Governors and the announcement of committee appointments shall be held in the month of May, at such time and place as is prescribed by the Board of Governors.

3.3 Special Meetings. Special meetings of the Chapter may be called by the President at his discretion or at the request of the Board of Governors or 15% of the members with voting rights.

3.4 Notice of Meetings. Timely-written notice of all meetings shall be sent by the Secretary to all members setting forth the place, date and hour of the meeting and, in the case of a special meeting, the purpose thereof.

3.5 Quorum. A quorum for the transaction of business at a meeting of the Chapter shall consist of 15% of the members either present in person or by proxy having voting rights, except that no business may be transacted unless a majority of the Board of Governors is also in attendance.

3.6 Majority Vote. The vote of a majority of the members present in person or by proxy having voting rights shall be necessary for the adoption of any matter, except as otherwise provided in the Constitution or these Bylaws.

3.7 Proxies. A member may vote on any matter by a written proxy executed and dated by him. No proxy shall be valid after ninety (90) days from the date of its execution, unless otherwise provided in the proxy.

ARTICLE IV - DUES AND FINANCE

4.1 Society Dues. The annual dues for membership in the Society, as prescribed from time to time by the Society, shall be paid to the Society.

4.2 Chapter Dues. The Board of Governors, in its discretion and subject to approval by a vote of members, may levy such dues, fees, charges or other assessments as are reasonable and necessary to meet the current operating expenses of the Chapter. The due date of such payments shall be as prescribed by the Board of Governors.

4.3 Fiscal Year. The fiscal year of the Chapter shall end on June 30th of each year.

ARTICLE V - BOARD OF GOVERNORS

5.1 Duties. The property and affairs of the Chapter shall be managed by the Board of Governors. The Board of Governors may execute all business of the Chapter that does not require action by the full membership of the Chapter. The presiding officer shall report briefly on these actions to the members in attendance at the next Chapter meeting.

5.2 Composition. The Board of Governors of the Chapter shall consist of the officers, the most recent past president, and two members elected pursuant to ARTICLE VII hereof.

5.3 Meetings. The time and place of regular meetings of the Board of Governors shall be at the discretion of the Board. A special meeting of the Board of Governors may be called by the President, at his discretion or at the written request of two (2) members of the Board.

5.4 Quorum and Majority Vote. A quorum for the transaction of business shall consist of a majority of the Board either present in person or by proxy, and the vote of a majority of the members present in person or by proxy shall be necessary for the adoption of any matter, except as otherwise provided in the Constitution or these Bylaws. The form of proxies shall be governed by ARTICLE III, paragraph 3.7 hereof.

5.5 Notice of Meetings. Timely written notice of all meetings shall be sent by the Secretary to all members, setting forth the place, date and hour of the meeting and, in the case of a special meeting, the purpose thereof.

ARTICLE VI - OFFICERS

6.1 Titles. The officers of the Chapter shall be a President, a President-Elect, a Secretary, and a Treasurer.

6.2 Multiple Offices. With the exception of the office of President, any number of offices may be held by the same member.

6.3 The President. The President shall be the chief executive officer of the Chapter and shall have general direction of the affairs of the Chapter and general supervision over its several officers, subject, however, to the control of the Board of Governors. He shall from time to time report to the members and to the Board all matters within his knowledge which the interest of the Chapter may require to be brought to their notice; shall preside at all meetings of the members and at ‘all meetings of the Board; shall sign and execute in the name of the Chapter all contracts, or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated or permitted by the Board or by these Bylaws to some other officer or agent of the Chapter.

6.4 The President-Elect. The President-Elect shall automatically succeed to the office of the President at the conclusion of the President’s term of office. In the absence of the President, the President-Elect shall exercise the powers and perform the duties of the President. In addition., the President-Elect shall make his committee chairman appointments in accordance with ARTICLE VIII, paragraph 8.1, sufficiently far in advance of the Chapters Regional Conference as to permit attendance by his appointees at CRC workshops in the period prior to appointees’ active participation as chairmen of the Chapter Committees. Chairmen designees of such committees as Education, Energy Conservation, Membership and Research Promotion should be especially encouraged to attend CRC meetings. If the President dies, resigns, or is removed from office, the President-Elect shall immediately become President and shall serve for the remainder of the term of his immediate predecessor. If the time served by the President-Elect as President is less than six (6) months he shall continue to serve as President for the next Society year. If the President-Elect dies, resigns or is removed from office, or becomes President in accordance with the foregoing provisions, the office of President-Elect shall remain vacant until the next annual Chapter elections. In addition, such President-Elect shall be Chairman of the Program Committee.

6.5 The Secretary. The Secretary shall send notices of meetings to the members and to the Board of Governors, as prescribed in these Bylaws, and to Committee Chairmen as requested by the President. He shall keep the minutes of meetings of the Chapter and of the Board of Governors and shall promptly file a copy of the minutes of each meeting of the Chapter with the Secretary of the Society, the Editor of the Society Journal, and the Regional Chairman. He shall send advance notices and minutes of meetings of the Board of Governors to the Regional Chairman. He shall maintain a membership roster, a roll of membership attendance, and such books, papers, and records as the Chapter or Board of Governors may direct, which shall be open to the inspection of any member of the Board of Governors. He shall promptly notify members of their nomination, election or appointment to office.

6.6 The Treasurer. The Treasurer shall receive all funds, including dues, fees, charges, and other assessments and shall deposit such funds in the name of the Chapter in banks or other depositories. He shall disburse funds only as authorized by the Chapter’s Board of Governors and shall keep appropriate records of receipts and expenses and shall exhibit such records at all reasonable time to any member of the Board of Governors. The Treasurer shall make a full financial report at the annual meeting of the Chapter, a copy of which shall be forwarded to the Regional Chairman. In addition, in the absence of contrary written instructions from the Society, the Treasurer shall complete, execute and file any statements or returns incidental to federal or local taxation.

6.7 Additional Duties. All officers shall perform all duties incident to their respective offices and such other duties as are prescribed by these Bylaws or as are assigned by the Board of Governors.

ARTICLE VII - NOMINATIONS, ELECTIONS, VACANCIES AND REMOVAL

7.1 Eligibility for Re—election. The President shall not be eligible to serve in the same office and the President-Elect shall not be eligible for re-election to the same office for an additional consecutive year.

7.2 Duties of Nominating Committee. The Nominating Committee shall select from the members eligible to hold office one candidate for each office and for each of the elected members of the Board of Governors and shall obtain in writing from each candidate a written statement that he is a member in good standing in the Society and consents to stand for election. Not less than thirty (30) days before the March meeting, the Nominating Committee shall present to the Secretary the names of the candidates. selected, together with their statements.

7.3 Duties of Secretary. Upon receipt of these names from the Nominating Committee, the Secretary shall prepare a list of the candidates and shall forward such list to all members with voting rights at least ten (10) days prior to such meeting.

7.4 Nominations by Members. Additional nominations of members in good standing, consenting orally or in writing to be candidates, may be made from the floor at such meeting. If at this meeting more than one such nomination from the floor is made for any one office or membership on the Board of Governors, a vote will be taken to select the name of the opposition candidate to be placed on the ballot.

7.5 Voting and Election. Not less than ten (10) days prior to the next meeting, the Secretary shall send a mail ballot, in the case of elections by mail, or a proxy statement, in the case of elections at meetings, to all members with voting rights. In the case of elections at meetings, the President shall appoint three (3) tellers to assist in conducting the election. The Board of Governors or the tellers, if any, shall promptly tally all votes. The candidate receiving a. majority of the votes cast for each respective office shall be declared elected. If there is a tie vote, there shall be a run-off election.

7.6 Installation. Officers and members of the Board of Governors shall be installed and shall assume their duties at the annual meeting of the Chapter, as prescribed in ARTICLE III, paragraph 3.2 hereof, to serve until their successors are installed.

7.7 Vacancies. Whenever there shall be a vacancy in any office or on the Board of Governors by resignation or otherwise, the Board of Governors shall have the power to fill such office until the next annual election and installation, and such officer shall have the duties, rights and privileges of his predecessor.

7.8 Removal. Any officer or member of the Board of Governors may be removed by a two-thirds (2/3) vote of voting members present at a regular meeting, whenever in the judgment of the members, the best interest of the Chapter will be served thereby. The notice of this Chapter meeting shall contain the statement that an item of importance to the Chapter will be presented for action.

ARTICLE VIII - COMMITTEES

8.1 Appointments. The President-Elect, as far in advance of the next CRC meeting as feasible, shall appoint a chairman for each of the standing committees of the Chapter who will then be encouraged to attend the CRC meeting in preparation for his duties in the following year. Prior to the annual meeting, the President-Elect shall complete his appointments by naming at least two (2) committee members to each of the standing committees of the Chapter. And the Board of Governors-Elect shall appoint members to the Auditing Committee, pursuant to paragraph 8.3 hereof, at a special meeting of the Chapter. Appointments shall be announced at such annual meeting.

8.2 Standing Committees. The standing committees of the Chapter and their duties are as follows:

8.2.1 Membership Committee. The Membership Committee shall encourage applications by qualified persons for membership in the Society; shall encourage increased member participation in Chapter affairs; and shall encourage advancement by members in their grade in the Society.

8.2.2 Reception Committee. The Reception Committee shall encourage fellowship among members; and shall extend cordial greetings to guests and new members of the Society.

8.2.3 Publicity Committee. The Publicity Committee shall publicize the name, purposes and activities of the Chapter in an effort to obtain qualified members; shall report Chapter activities of public interest to the news media; and shall compose, publish and distribute the Chapter publication.

8.2.4 Program Committee. The Program Committee, in conjunction with the Board of Governors and all other committees, shall arrange programs for the meetings of the Chapter.

8.2.5 Technical Committee. The Technical Committee shall prepare lectures, demonstrations and discussions on technical topics of interest for presentation at meetings of the Chapter.

8.2.6 Research Committee. The Research Committee shall encourage original and independent research by the members in the sciences of heating, refrigerating and air conditioning.

8.2.7 Research Promotion Committee. The Research Promotion Committee shall promote the research activities of the Society by conducting an annual campaign to obtain investments in ASHRAE research.

8.2.8 Education Committee. The Education Committee shall encourage the continuing education of the members in the sciences of heating, refrigerating and air conditioning; shall, in conjunction with the Program Committee, Technical Committee and Research Committee, arrange for presentations on current developments in these sciences and related sciences; and shall arrange for Chapter participation in continuing education courses and related activities.

8.3 Auditing Committee. The Auditing Committee shall consist of three (3) members, none of whom shall be members of the Board of Governors. The Committee shall be appointed by the Board and shall elect its own chairman.

8.4 Nominating Committee. The Nominating Committee shall consist of five (5) members in good standing, none of whom shall be members of the Board of Governors. The Committee shall be elected by the Chapter at the January meeting. Nominations shall be made by members from the floor at such meeting. Nominees receiving the five highest number of votes shall be elected. In the case of a tie, there shall be a run-off election which shall be held at the same meeting. The Nominating Committee shall elect its own Chairman.

8.5 Other Committees. Additional or Special Committees may be appointed at any time by the President, with the advice and approval of the Board of Governors, and shall be announced at the next meeting of the Chapter.

8.6 Vacancies. Whenever any member refuses an’ appointment to a committee or whenever there is a vacancy on any committee by resignation or otherwise, the President shall, with the advice and approval of the Board of Governors, appoint another member to such committee.

8.7 Removal. Any committee member appointed or elected may be removed by the person or persons authorized to appoint or elect such member, whenever, in their judgment, the best interests of the Chapter will be served thereby, except that the President shall remove a member only with the advice and approval of the Board of Governors.

8.8 Attendance at Board Meetings. Committee chairmen shall attend the meetings of the Board of Governors when so requested by the presiding officer, but shall not be entitled to voting rights at such meetings.

ARTICLE IX - CHAPTERS REGIONAL COMMITTEE

9.1 Election of Delegates. The Board of Governors-Elect shall elect from among its members one delegate and one alternate delegate to the Chapter’s Regional Committee. At least one of said delegates shall be an officer-elect of the Chapter. The election shall be held at the meeting. referred to in ARTICLE VIII, paragraph 8.1 hereof and the delegates shall be announced at the annual meeting of the Chapter. The names of said delegates shall be certified in writing by the Secretary to the Secretary of the Society and the Regional Chairman by the first day of the following June.

9.2 Term. The delegate and alternate delegate shall serve for a term of one (1) year, commencing on the first day of June following their election. No member may be elected to serve as the delegate for more than two (2) consecutive terms; no member may be elected to serve as the alternate delegate for more than two (2) consecutive terms; and no member may be elected to serve in either capacity for more than four (4) consecutive terms.

9.3 Duties. The duties of the delegate and alternate delegate shall be as prescribed from time to time by the Society. They shall transmit recommendations concerning policies, procedures and operations of the Society, its Chapters and its Student Branches to the Regional Chairman in advance of the Chapters Regional Committee Meeting; shall attend such meeting; shall suggest candidates for the Board of Directors of the Society, Society committees, and miscellaneous Society honors and awards; shall participate in the election of one (1) member and one (1) alternate member to serve on the Society Nominating Committee; and shall report to the Board of Governors of the Chapter regarding the business transacted at the Chapters Regional Committee Meeting, together with any recommendations for Chapter action.

9.4 Vacancies and Removal. Whenever either delegate is unable to fulfill his office, the Board of Governors shall appoint another delegate. Either delegate may be removed by the Board of Governors, whenever, in its judgment, the best interests of the Chapter will be served thereby.

ARTICLE X - AMENDMENTS

10.1 Powers and Limitations. All Articles of these Bylaws shall be subject to alteration or repeal, consistent with the Certificate of Consolidation, Bylaws and Rules of the Board of Directors of the Society and Section 501(c)(3) of the Internal Revenue Code of 1954, as amended or corresponding provisions of any subsequent Federal tax laws.

10.2 By Society. Amendments to these Bylaws set forth in written directives of the Secretary of the Society may be adopted by a majority of the Board of Governors. Written copies of said amendments shall be sent by the Secretary to all members, or an officer of the Chapter shall read said amendments at the next succeeding meeting.

10.3 By Chapter. Amendments to these Bylaws may also be initiated by a written resolution of a majority of the Board of Governors or of not less than five (5) members in good standing with voting privileges, presented at any meeting of the Chapter. If approved by a majority of the members present, the Secretary shall mail copies of the proposed amendments to all members not less than seven (7) days before the next succeeding meeting. If approved by a two-thirds (2/3) vote at such meeting, the Secretary shall forward such amendments to the Secretary of the Society for approval by the Charter and Bylaws Committee of the Society, and review by the Regional Chairman. Any amendments shall become effective only upon receipt of written notice of approval by the Charter and Bylaws Committee of the Society.

ARTICLE XI - ADOPTION

These Bylaws shall be completed and adopted by a majority of the Board of Governors. Written copies of said Bylaws shall be sent by the Secretary to all members and shall be sent, as amended, to such persons as shall, from time to time, become members of the Chapter.

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