BYLAWS OF
THE HAWAII ASSOCIATION OF ENVIRONMENTAL PROFESSIONALS (HAEP)
ALSO KNOWN AS
THE HAWAII CHAPTER OF
THE NATIONAL ASSOCIATION OF ENVIRONMENTAL PROFESSIONALS (NAEP)
Revision Date: 18-Oct 2015
I. NAME AND JURISDICTION
This name of this organization (herein termed the CHAPTER) is the Hawaii Association of Environmental Professionals (HAEP), a Chapter of the National Association of Environmental Professionals (NAEP, hereinafter termed the ASSOCIATION).
The CHAPTER boundaries encompass the boundaries of the State of Hawaii.
II. BYLAWS
The Bylaws of the CHAPTER shall govern all operations of the CHAPTER and shall be in conformance with, and compatible in all respects to, the Bylaws and the Articles of Incorporation of the ASSOCIATION. The Bylaws of the CHAPTER shall remain in effect as adopted unless the Board of Directors of the ASSOCIATION (described below), by majority vote, shall reject or modify the Bylaws.
All revisions, additions, amendments, and/or changes to the Bylaws shall be submitted to the Board of Directors for certification as to conformance with the Bylaws and Articles of Incorporation of the ASSOCIATION. Such revisions, additions, amendments, and/or changes shall apply unless rejected by the Board of Directors at their next regular meeting not less than thirty (30) days following submission thereof.
CHAPTER Bylaws may be amended by a majority of all voting members of the CHAPTER present and voting at any regular or special meeting of the CHAPTER membership only if such proposed amendments are e-mailed or otherwise delivered to all voting members of the CHAPTER no later than the fifteenth (15th) day preceding such meeting. In lieu of a special meeting, the bylaws may be ratified by e-mail.
Administrative updates to the Bylaws (i.e. names of signing Officers) will not require re-certification by the CHAPTER membership.
III. PRINCIPAL OFFICE
The principal office of the CHAPTER shall be located at the business address of the current CHAPTER President, but may be changed by a majority vote of the Board of Directors.
The mailing address of the CHAPTER is PO Box 991, Honolulu, HI 96813.
IV. CHAPTER PURPOSE AND FUNCTIONS
The primary purpose of the CHAPTER shall be to promote continuing improvement in environmental knowledge and management in the State of Hawaii, through the establishment of a non-advocacy, multi-disciplinary professional society.
The broad functions of the CHAPTER shall be to protect, maintain, and enhance the quality of the natural and human environment in the State of Hawaii.
This CHAPTER shall: (1) encourage and facilitate full participation in ASSOCIATION and CHAPTER goals and activities by all persons qualified to be members of the CHAPTER and the ASSOCIATION; and (2) actively expand the membership of the CHAPTER and the ASSOCIATION to include the widest range of views and concerns of professionals engaged in the environmental field.
The CHAPTER’s concerns are primarily, but not exclusively, with promoting membership awareness/understanding of environmental policy issues, professional development, voluntary professional certification/registration of its general members, and opportunities for public service (e.g., promoting public awareness and understanding of environmental issues) which may arise incident to its purpose and objectives.
The CHAPTER, being a non-advocacy organization, will normally not be making a statement or issuing a position paper on any environmental issue. CHAPTER interest is in discussing and documenting the pros and cons of each issue. If it appears appropriate that a statement be made representing the position of the CHAPTER, such a statement shall be made only by the President or President-Elect with the approval of at least 66% of the other CHAPTER Directors, or by an individual specifically delegated on a onetime basis by the Directors to voice such statement.
V. INCORPORATION
The CHAPTER is incorporated within the State of Hawaii.
VI. MEMBERSHIP
All members of the ASSOCIATION may also become Chapter members upon paying the annual CHAPTER membership fee established by the Board of Directors.
All persons, both public and private, qualified for ASSOCIATION membership shall be deemed qualified for CHAPTER membership. Persons who are not members of the ASSOCIATION are eligible for CHAPTER membership provided they are qualified to be members of the ASSOCIATION, agree to abide by the Code of Ethics and Standards of Practice for Environmental Professionals of the ASSOCIATION, and pay the annual
CHAPTER membership fee established by the Board of Directors.
The CHAPTER may, by majority vote of those present and voting at a regular or special membership meeting, as hereinafter defined, assess members a membership fee on an annual basis for projected expenses necessary to CHAPTER operation. Non-payment of approved assessments within thirty (30) days following notification thereof may result in automatic termination of CHAPTER membership.
VII. MEETINGS
a. Regular
The annual meeting of the CHAPTER membership for the transaction of all business necessary and incidental to the orderly performances of CHAPTER functions will be held at a time and place to be determined by the Board of Directors. Additional meetings shall be held at a time and place set by the Board of Directors. Board of Directors meetings will be held at least once per quarter at the call of the President.
b. Special
Special meetings may be called by a majority of the Directors for good and compelling reasons. Written notification of such meetings shall be e-mailed to all current members of the CHAPTER no later than the tenth (10th) day preceding such meeting. Such written notification shall set forth the time, place, and general purposes of such meeting and no additional matters shall be acted or voted on by membership present at such meeting. Alternatively, official meetings of the membership and/or the Board of Directors may transpire via electronic means (e.g.,teleconferencing, email, fax, etc.).
Emergency meetings of the CHAPTER membership may be called by a unanimous vote of the Officers of the CHAPTER only for the most compelling reasons with advance notification to all members. Such notification shall specify the time, place, and specific purpose of such emergency meeting and no additional business shall be transacted at such meeting.
c. Quorum
Twenty percent of the current voting membership of the CHAPTER shall constitute a quorum for voting at membership meetings as defined herein above.
d. Voting
All actions at meetings requiring a vote of the membership for enactment shall require the presence of a quorum and shall be approved by a simple majority of those present and voting at such meetings, unless specified otherwise in other provisions of these Bylaws.
e. Minutes and Records
A full and complete record of all business transacted at membership meetings shall be maintained in an orderly typewritten manner and shall be certified as to accuracy by the current duly elected Secretary of the CHAPTER, and shall be maintained in a place accessible to the membership upon reasonable request. Minutes of each meeting shall be approved by a majority vote of those present and voting at the next subsequent regular or special meeting of the membership. Full copies of the minutes and records, or portions thereof, shall be furnished to individual members upon
request subject to payment of reasonable duplication expenses by the member or members requesting such copies.
VIII. OFFICERS AND DIRECTORS
a. General
The CHAPTER shall be governed by a Board of Directors duly elected by the voting membership of the CHAPTER. The Board of Directors shall have a minimum of eight (8) and not more than fourteen (14) members. The voting membership of the CHAPTER shall also duly elect from among the Directors four (4) Officers designated as PRESIDENT, PRESIDENT-ELECT, SECRETARY, and TREASURER whose duties and obligations shall be as set forth herein below. The immediate Past President shall also be a voting member of the Board of Directors. Directors and Officers will serve without remuneration and without expectation of remuneration.
b. Term of Office
Each of the Officers and Directors of the CHAPTER shall serve for a period terminating on the installation of newly elected Officers. The term of office for Directors is three years. Directors of the CHAPTER may succeed themselves upon completion of a three-year term. Officers shall be elected from among Board of Directors members for a term of two years.
c. Elections
Officers and Directors of the CHAPTER shall be elected by a majority of the CHAPTER membership present and voting at the annual meeting.
The President shall solicit nominations from the current CHAPTER membership and present a slate of candidates to the membership, by e-mail, at least seven (7) days prior to the annual meeting. Additional nominations may be made from the floor at the annual meeting.
The installation of Officers and Directors for the succeeding calendar year shall be accomplished at the regularly scheduled annual meeting in November of each year, or as designated by the Board of Directors.
d. President
The President of the CHAPTER shall have responsibility for the general supervision and operation of the CHAPTER and shall preside at meetings of the CHAPTER membership and of the Directors and Officers. The President shall serve for two years.
e. President-Elect
The President-Elect of the CHAPTER shall assume the title, duties, and responsibilities of the President in the event of resignation, disqualification, or removal of the President. The President-Elect shall preside at meetings of the CHAPTER membership and of the Officers and Directors during the absence of the President. The President-Elect shall also be responsible for program arrangements at all meetings of the CHAPTER membership. The President-Elect shall succeed as President after two years.
f. Secretary
The Secretary of the CHAPTER shall keep and maintain a full and complete set of minutes and records of the business of the CHAPTER, with the exception of the preparation of accounting records and budgets which shall be prepared and maintained by the Treasurer of the CHAPTER. The Secretary shall serve for two years. The Secretary may succeed him(her)self upon completion of a two year term.
g. Treasurer
The Treasurer of the CHAPTER shall keep and maintain a full and complete set of financial records of the CHAPTER; shall receive, deposit, and disburse CHAPTER funds; shall keep and maintain financial records on a double-entry bookkeeping system together with vouchers and receipts; and shall prepare all budgets and financial reports for action by the CHAPTER membership and the Officers and for review by the Board of Directors. The treasurer shall complete and submit all necessary federal, state, and local non-profit filings as applicable. The Treasurer shall
serve for two years. The Treasurer may succeed him(her)self upon completion of a two year term.
h. Vacancies
A vacancy in any office may occur due to resignation, removal, disqualification or other means. Should the office of President be vacant, the President-Elect shall become President automatically and shall serve in such office for the remainder of the term. All other vacancies shall be filled at the next annual election. Vacant positions may be filled by the Board of Directors for the remainder of the term. The Board of Directors shall have the authority to fill Officer and/or Director vacancies that may arise for a period of less one year by special appointments constituting a vote of at least 66% of the Board of Directors. Appointments will be temporary until the next annual meeting. Temporary appointees will have the same responsibilities and authorities as normally provided in the specified role.
i. Removal from Office
Any Officer or Director can be removed from office commencing with a written petition signed by 25% of the current CHAPTER membership, which petition shall set forth the charges or other reasons for his or her removal and requesting the Officers to set the time for a special election.
The Officers shall certify the recall petition only if a minimum of 25% of the current CHAPTER membership, on the date of receipt of each petition, have signed the recall petition. Within ten (10) days following such certification, written notification shall be e-mailed to all current members that such recall petition has been certified and enclosing a copy of the petition, a rebuttal statement by the Officer or Director concerned and a special ballot requiring a yes or no vote on such removal. Ballot responses will be accepted via e-mail.
Ballots shall be returned to the President no later than the fifteenth (15th) day following such notification and shall be canvassed by the Officers of the CHAPTER no later than the twentieth (20th) day following such notification. The results of such recall election shall be conveyed to all members of the CHAPTER no later than the fifth (5th) day following the canvass of ballots, and shall be posted at the next subsequent regular or special membership meeting.
IX. FINANCES
a. Local Control
The CHAPTER shall have full and complete control over all funds received by the CHAPTER from all sources, including allocations to the CHAPTER which may be made by the ASSOCIATION from time to time.
b. Association
Neither the CHAPTER nor any of its members shall be liable in any manner for ASSOCIATION debts or obligations. Conversely, the ASSOCIATION shall not be liable in any manner for CHAPTER debts or obligations.
c. Procedures
All fiscal notices and procedures of CHAPTER shall be in conformance with ASSOCIATION fiscal policies and procedures.
d. Disbursements
All checks drawn on CHAPTER bank accounts shall either be signed by an Officer of the CHAPTER (i.e., the President, President-Elect, Treasurer, or Secretary) and be supported by written concurrence from another Officer, or be signed by at least two CHAPTER Officers.
e. Tax Statements
Annual tax statements shall be prepared and filed by the Treasurer and a copy of these forms sent to the ASSOCIATION headquarters.
X. DISSOLUTION
In the event of dissolution of the CHAPTER, all assets (following settlement of all CHAPTER liabilities) shall become the property of the ASSOCIATION. Dissolution of the CHAPTER shall require a 66% approval vote of all voting members of the CHAPTER.
XI. CERTIFICATION
This is to certify that the undersigned is the duly elected President of the CHAPTER and that the above Bylaws were adopted by the CHAPTER. .
_____________________________________
Holly Dagostino
President
This name of this organization (herein termed the CHAPTER) is the Hawaii Association of Environmental Professionals (HAEP), a Chapter of the National Association of Environmental Professionals (NAEP, hereinafter termed the ASSOCIATION).
The CHAPTER boundaries encompass the boundaries of the State of Hawaii.
II. BYLAWS
The Bylaws of the CHAPTER shall govern all operations of the CHAPTER and shall be in conformance with, and compatible in all respects to, the Bylaws and the Articles of Incorporation of the ASSOCIATION. The Bylaws of the CHAPTER shall remain in effect as adopted unless the Board of Directors of the ASSOCIATION (described below), by majority vote, shall reject or modify the Bylaws.
All revisions, additions, amendments, and/or changes to the Bylaws shall be submitted to the Board of Directors for certification as to conformance with the Bylaws and Articles of Incorporation of the ASSOCIATION. Such revisions, additions, amendments, and/or changes shall apply unless rejected by the Board of Directors at their next regular meeting not less than thirty (30) days following submission thereof.
CHAPTER Bylaws may be amended by a majority of all voting members of the CHAPTER present and voting at any regular or special meeting of the CHAPTER membership only if such proposed amendments are e-mailed or otherwise delivered to all voting members of the CHAPTER no later than the fifteenth (15th) day preceding such meeting. In lieu of a special meeting, the bylaws may be ratified by e-mail.
Administrative updates to the Bylaws (i.e. names of signing Officers) will not require re-certification by the CHAPTER membership.
III. PRINCIPAL OFFICE
The principal office of the CHAPTER shall be located at the business address of the current CHAPTER President, but may be changed by a majority vote of the Board of Directors.
The mailing address of the CHAPTER is PO Box 991, Honolulu, HI 96813.
IV. CHAPTER PURPOSE AND FUNCTIONS
The primary purpose of the CHAPTER shall be to promote continuing improvement in environmental knowledge and management in the State of Hawaii, through the establishment of a non-advocacy, multi-disciplinary professional society.
The broad functions of the CHAPTER shall be to protect, maintain, and enhance the quality of the natural and human environment in the State of Hawaii.
This CHAPTER shall: (1) encourage and facilitate full participation in ASSOCIATION and CHAPTER goals and activities by all persons qualified to be members of the CHAPTER and the ASSOCIATION; and (2) actively expand the membership of the CHAPTER and the ASSOCIATION to include the widest range of views and concerns of professionals engaged in the environmental field.
The CHAPTER’s concerns are primarily, but not exclusively, with promoting membership awareness/understanding of environmental policy issues, professional development, voluntary professional certification/registration of its general members, and opportunities for public service (e.g., promoting public awareness and understanding of environmental issues) which may arise incident to its purpose and objectives.
The CHAPTER, being a non-advocacy organization, will normally not be making a statement or issuing a position paper on any environmental issue. CHAPTER interest is in discussing and documenting the pros and cons of each issue. If it appears appropriate that a statement be made representing the position of the CHAPTER, such a statement shall be made only by the President or President-Elect with the approval of at least 66% of the other CHAPTER Directors, or by an individual specifically delegated on a onetime basis by the Directors to voice such statement.
V. INCORPORATION
The CHAPTER is incorporated within the State of Hawaii.
VI. MEMBERSHIP
All members of the ASSOCIATION may also become Chapter members upon paying the annual CHAPTER membership fee established by the Board of Directors.
All persons, both public and private, qualified for ASSOCIATION membership shall be deemed qualified for CHAPTER membership. Persons who are not members of the ASSOCIATION are eligible for CHAPTER membership provided they are qualified to be members of the ASSOCIATION, agree to abide by the Code of Ethics and Standards of Practice for Environmental Professionals of the ASSOCIATION, and pay the annual
CHAPTER membership fee established by the Board of Directors.
The CHAPTER may, by majority vote of those present and voting at a regular or special membership meeting, as hereinafter defined, assess members a membership fee on an annual basis for projected expenses necessary to CHAPTER operation. Non-payment of approved assessments within thirty (30) days following notification thereof may result in automatic termination of CHAPTER membership.
VII. MEETINGS
a. Regular
The annual meeting of the CHAPTER membership for the transaction of all business necessary and incidental to the orderly performances of CHAPTER functions will be held at a time and place to be determined by the Board of Directors. Additional meetings shall be held at a time and place set by the Board of Directors. Board of Directors meetings will be held at least once per quarter at the call of the President.
b. Special
Special meetings may be called by a majority of the Directors for good and compelling reasons. Written notification of such meetings shall be e-mailed to all current members of the CHAPTER no later than the tenth (10th) day preceding such meeting. Such written notification shall set forth the time, place, and general purposes of such meeting and no additional matters shall be acted or voted on by membership present at such meeting. Alternatively, official meetings of the membership and/or the Board of Directors may transpire via electronic means (e.g.,teleconferencing, email, fax, etc.).
Emergency meetings of the CHAPTER membership may be called by a unanimous vote of the Officers of the CHAPTER only for the most compelling reasons with advance notification to all members. Such notification shall specify the time, place, and specific purpose of such emergency meeting and no additional business shall be transacted at such meeting.
c. Quorum
Twenty percent of the current voting membership of the CHAPTER shall constitute a quorum for voting at membership meetings as defined herein above.
d. Voting
All actions at meetings requiring a vote of the membership for enactment shall require the presence of a quorum and shall be approved by a simple majority of those present and voting at such meetings, unless specified otherwise in other provisions of these Bylaws.
e. Minutes and Records
A full and complete record of all business transacted at membership meetings shall be maintained in an orderly typewritten manner and shall be certified as to accuracy by the current duly elected Secretary of the CHAPTER, and shall be maintained in a place accessible to the membership upon reasonable request. Minutes of each meeting shall be approved by a majority vote of those present and voting at the next subsequent regular or special meeting of the membership. Full copies of the minutes and records, or portions thereof, shall be furnished to individual members upon
request subject to payment of reasonable duplication expenses by the member or members requesting such copies.
VIII. OFFICERS AND DIRECTORS
a. General
The CHAPTER shall be governed by a Board of Directors duly elected by the voting membership of the CHAPTER. The Board of Directors shall have a minimum of eight (8) and not more than fourteen (14) members. The voting membership of the CHAPTER shall also duly elect from among the Directors four (4) Officers designated as PRESIDENT, PRESIDENT-ELECT, SECRETARY, and TREASURER whose duties and obligations shall be as set forth herein below. The immediate Past President shall also be a voting member of the Board of Directors. Directors and Officers will serve without remuneration and without expectation of remuneration.
b. Term of Office
Each of the Officers and Directors of the CHAPTER shall serve for a period terminating on the installation of newly elected Officers. The term of office for Directors is three years. Directors of the CHAPTER may succeed themselves upon completion of a three-year term. Officers shall be elected from among Board of Directors members for a term of two years.
c. Elections
Officers and Directors of the CHAPTER shall be elected by a majority of the CHAPTER membership present and voting at the annual meeting.
The President shall solicit nominations from the current CHAPTER membership and present a slate of candidates to the membership, by e-mail, at least seven (7) days prior to the annual meeting. Additional nominations may be made from the floor at the annual meeting.
The installation of Officers and Directors for the succeeding calendar year shall be accomplished at the regularly scheduled annual meeting in November of each year, or as designated by the Board of Directors.
d. President
The President of the CHAPTER shall have responsibility for the general supervision and operation of the CHAPTER and shall preside at meetings of the CHAPTER membership and of the Directors and Officers. The President shall serve for two years.
e. President-Elect
The President-Elect of the CHAPTER shall assume the title, duties, and responsibilities of the President in the event of resignation, disqualification, or removal of the President. The President-Elect shall preside at meetings of the CHAPTER membership and of the Officers and Directors during the absence of the President. The President-Elect shall also be responsible for program arrangements at all meetings of the CHAPTER membership. The President-Elect shall succeed as President after two years.
f. Secretary
The Secretary of the CHAPTER shall keep and maintain a full and complete set of minutes and records of the business of the CHAPTER, with the exception of the preparation of accounting records and budgets which shall be prepared and maintained by the Treasurer of the CHAPTER. The Secretary shall serve for two years. The Secretary may succeed him(her)self upon completion of a two year term.
g. Treasurer
The Treasurer of the CHAPTER shall keep and maintain a full and complete set of financial records of the CHAPTER; shall receive, deposit, and disburse CHAPTER funds; shall keep and maintain financial records on a double-entry bookkeeping system together with vouchers and receipts; and shall prepare all budgets and financial reports for action by the CHAPTER membership and the Officers and for review by the Board of Directors. The treasurer shall complete and submit all necessary federal, state, and local non-profit filings as applicable. The Treasurer shall
serve for two years. The Treasurer may succeed him(her)self upon completion of a two year term.
h. Vacancies
A vacancy in any office may occur due to resignation, removal, disqualification or other means. Should the office of President be vacant, the President-Elect shall become President automatically and shall serve in such office for the remainder of the term. All other vacancies shall be filled at the next annual election. Vacant positions may be filled by the Board of Directors for the remainder of the term. The Board of Directors shall have the authority to fill Officer and/or Director vacancies that may arise for a period of less one year by special appointments constituting a vote of at least 66% of the Board of Directors. Appointments will be temporary until the next annual meeting. Temporary appointees will have the same responsibilities and authorities as normally provided in the specified role.
i. Removal from Office
Any Officer or Director can be removed from office commencing with a written petition signed by 25% of the current CHAPTER membership, which petition shall set forth the charges or other reasons for his or her removal and requesting the Officers to set the time for a special election.
The Officers shall certify the recall petition only if a minimum of 25% of the current CHAPTER membership, on the date of receipt of each petition, have signed the recall petition. Within ten (10) days following such certification, written notification shall be e-mailed to all current members that such recall petition has been certified and enclosing a copy of the petition, a rebuttal statement by the Officer or Director concerned and a special ballot requiring a yes or no vote on such removal. Ballot responses will be accepted via e-mail.
Ballots shall be returned to the President no later than the fifteenth (15th) day following such notification and shall be canvassed by the Officers of the CHAPTER no later than the twentieth (20th) day following such notification. The results of such recall election shall be conveyed to all members of the CHAPTER no later than the fifth (5th) day following the canvass of ballots, and shall be posted at the next subsequent regular or special membership meeting.
IX. FINANCES
a. Local Control
The CHAPTER shall have full and complete control over all funds received by the CHAPTER from all sources, including allocations to the CHAPTER which may be made by the ASSOCIATION from time to time.
b. Association
Neither the CHAPTER nor any of its members shall be liable in any manner for ASSOCIATION debts or obligations. Conversely, the ASSOCIATION shall not be liable in any manner for CHAPTER debts or obligations.
c. Procedures
All fiscal notices and procedures of CHAPTER shall be in conformance with ASSOCIATION fiscal policies and procedures.
d. Disbursements
All checks drawn on CHAPTER bank accounts shall either be signed by an Officer of the CHAPTER (i.e., the President, President-Elect, Treasurer, or Secretary) and be supported by written concurrence from another Officer, or be signed by at least two CHAPTER Officers.
e. Tax Statements
Annual tax statements shall be prepared and filed by the Treasurer and a copy of these forms sent to the ASSOCIATION headquarters.
X. DISSOLUTION
In the event of dissolution of the CHAPTER, all assets (following settlement of all CHAPTER liabilities) shall become the property of the ASSOCIATION. Dissolution of the CHAPTER shall require a 66% approval vote of all voting members of the CHAPTER.
XI. CERTIFICATION
This is to certify that the undersigned is the duly elected President of the CHAPTER and that the above Bylaws were adopted by the CHAPTER. .
_____________________________________
Holly Dagostino
President
