Constitution

Article 1-Name, Location, and Object

1. The name of the Association shall be the County Engineers' Association of Maryland.

2. The office of the Association shall be located where designated by the Board of Directors.

3. The object of the Association shall be to raise the technical and non-technical standards of service rendered the general public, by the County Engineer and Public works employees of the counties of Maryland through the establishment of a method of exchanging ideas and group discussion of mutual problems.

Article II-Membership

Membership in this Association shall be divided into five (5) classes:

1. A " Member County" including "Baltimore City" shall be a County of Maryland which has joined CEAM, and paid current dues. Each Member County shall designate one voting "member", who shall be the County Engineer, Director of Public Works, the equivalent position within that jurisdiction, or his designee.

2. A "Member" shall be any employee of a county or municipal department, the primary function of whom is public works, planning or other activity of a public works nature, who has been admitted to the Association by a majority vote of the Board of Directors and has paid current dues.

3. An "Associate Member" shall be anyone whose primary function is in public works, planning or other activity of a public works nature, who is not a "Member", "Life Member", or "Honorary Member", and who has been admitted to the Association by a majority vote of the Board of Directors and has paid current dues.

4. A "Life Member" shall be any Member or Associate Member who has been so designated by the Board of Directors.

5. An "Honorary Member" shall be anyone so designated by The Board of Directors. Life Members and Honorary Members will not be required to pay dues. Honorary members shall not vote.

Article III-Dues

1. Membership dues shall be of the amounts established from time to time by the Board of Directors.

Article IV-Officers and Directors

1. The officers of the Association shall be President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer.

2. There shall also be five (5) Member Directors and two (2) Associate Member Directors.

3. The President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, immediate Past President, the two (2) Associate Member Directors and the five (5) Member Directors shall constitute the Board of Directors, in which the government of the Association shall be vested.

4. The terms of the President, 1st Vice President, 2nd Vice President, Treasurer and Secretary, shall be one year. The terms of the five (5) Member Directors and two (2) Associate Member Directors shall be two (2) years.

5. A vacancy in the office of President shall be filled by the 1st Vice President. A vacancy in the office of the 1st Vice President, 2nd Vice President, Secretary, Treasurer, or Director shall be filled by an appointment by the Board of Directors.

6. The Officers and Directors shall be eligible for re-election.

7. All Officers and Directors with the exception of the Secretary and the Associate Member Director shall be "Members". The Associate Member Director shall be an Associate Member. The Secretary may be an Associate Member or a Member.

Article V-Management

1. The Board of Directors shall be vested with the exercise of all the corporate powers of the Association subject to this Constitution and shall make provisions in Bylaws for the duties of the several Officers, and for the general administration of the affairs and property of the Association and shall make a report at one general meeting and at the Annual Meeting, transmitting, therewith, the report of the Treasurer and such other reports as it shall deem advisable.

2. The Board of Directors shall hold at least two meetings each year at which meetings a quorum shall be required consisting of the President or 1st Vice President and five (5) additional members of the Board.

Article VI-Nomination and Election of Officers and Directors

1. A Nominating Committee of at least three (3) Members of the Association shall be appointed by the President. The committee shall include the three (3) immediate past presidents of the organization. Said Committee shall nominate a slate of Officers and Directors and shall submit same to the Board of Directors. Upon acceptance by the Board of Directors the Secretary will prepare a ballot, and mail a copy to each Member County represented in the Association. Each Member County shall

be entitled to one vote.

2. Ballots may be returned by mail to the Secretary or presented to him in person. They shall be presented in two (2) sealed envelopes, and the outer envelope shall be endorsed by the County's voting Member.

3. At the Annual Meeting the ballots shall be canvassed publicly by tellers appointed by the President. The person receiving the largest number of votes for an office or position shall be declared and elected. In the case of a tie, the Annual Meeting shall elect the Officer or Director from the persons so tied by majority vote of the voting Members present. The presiding Officer shall announce to the Annual Meeting the names of the Officers and Directors elected.

4. Officers' and Directors' terms of office shall begin on July 1 and end on June 30 of the following year.

Article VII-Meetings

1. There shall be at least one Annual Meeting and one General Meeting of the Association each year. Meetings shall be held at such time and place to be determined by the Board of Directors or as provided by the Bylaws. The Annual meeting shall be held in conjunction with the Association's Spring Conference unless otherwise scheduled by the Board of Directors. A Business Meeting shall be held at each Annual Meeting and at each General Meeting. At all meetings at least twelve (12) Member Counties shall constitute a quorum.

2. Business Meetings or General Meetings may be called at any time by the Board of Directors. The call for any meeting shall be issued not less than fifteen (15) days in advance.

Article VIII-Amendments

1. Proposed amendments to the Constitution and to the Bylaws shall be in writing and signed by at least three Member Counties. Said proposed amendments shall be voted on by ballot at either the Annual Meeting or at a General Meeting in like procedure to annual elections. Two-thirds majority vote will be necessary for adoption. Amendments to the Constitution or to the Bylaws shall take effect on January 1st of the following year.

BY-LAWS

Article I Dues

1. Membership dues shall be fixed amounts determined by the Board of Directors.

2. Membership dues shall be due and payable annually on the first day of January of each calendar year.

3. There shall be no initiation fees. Applicants for Membership shall pay the appropriate dues, as applicable, with their application for membership.

4. Any Member County or Member whose membership dues become two months in arrears following the annual due date for payment shall automatically lose voting privileges.

5. All Member Counties, Members, and Associate Members whose membership dues become four months in arrears following the annual due date for payment shall automatically be removed from the membership directory of members in good standing.

Article II-Management

1. The Board of Directors shall manage the affairs of the Association in conformity with the Constitution under which the Association is organized. It shall direct the care of funds of the Association, make appropriations for specific purposes; act upon applications for membership as heretofore provided, take measures to advance the interests of the Association, and generally direct its

business. The Board of Directors shall make a report at each General Meeting and at the Annual Meeting, transmitting the report to the Secretary and Treasurer.

2. The President shall supervise the affairs of the Association and the Board of Directors. He shall preside at the meetings of the Association and the Board of Directors and shall be an ex-officio member of all committees.

The First Vice President shall preside at meetings in the absence of the President and discharge the President's duties in case of absence or disability of the President.

3. The Secretary shall attend all meetings of the Association and duly record the proceedings thereof, conduct the correspondence of the Association and keep full record of the same.

4. The Treasurer shall receive all monies and deposit the same in the name of the Association. The Treasurer shall pay all bills, as prescribed by the Board of Directors.

The Treasurer shall prepare reports for approval at meetings of the Board of Directors and shall prepare a report for each General Meeting and for the Annual Meeting. The reports shall describe the financial condition of the Association.

Article III-Committees

1. Within 30 days of the beginning of his term of office the President shall, at a meeting of the Board of Directors at the Fall Conference General Meeting, or prior to, appoint chairmen of the following committees to perform the duties defined in Section 3 of this Article:

(a) Program and Conference Committee

(b) Legislative Committee

(d) Budget Committee

(e) Associate Member Advisory Committee

(f) Scholarship Committee

(g) Education Committee

(h) Awards Committee

2. The President may also appoint special committees, which shall perform such duties as may be assigned them.

3. The purpose, duties, and committee structure of the standing committees defined in Section 1 of this Article shall be:

a. PROGRAM AND CONFERENCE COMMITTEE

Purpose

The Program and Conference Committee shall have the primary purpose of encouraging and assuring continuity of Spring and Fall Conference programs, MACO programs, seminars and legislative concerns. Subject to approval of the Board of Directors, the committee shall be responsible for arrangements for conference banquets, entertainment and accommodations.

Membership

The Program and Conference Committee Chairman shall be the First Vice President of the Association. Other members should include, but are not limited to, the Second Vice President, Conference Chairmen from the Spring and Fall Conferences of the preceding year, a representative of the Legislative Committee, a representative of the Education Committee, and a representative of the Associate Member Advisory Committee. The Committee Chairman may appoint additional members at his discretion.

Term

All members of the Program and Conference Committee shall serve a one-year term and may be reappointed.

Duties

The Program and Conference Committee shall . . .

1. make a recommendation to the Board of Directors for approval for the location and Conference Chairman for the next Spring Conference. The Committee shall consult with the voting member of the hosting county before recommending a Conference Chairman candidate.

2. make a recommendation to the Board of Directors for approval for the Conference Chairman for the Fall Conference of the following year.

3. upon the approval of the Board of Directors, make contractual arrangements for Spring Conference meetings, banquets and accommodations for the current year.

4. upon the approval of the Board of Directors, make contractual arrangements for conference meetings, banquets and accommodations for Fall Conferences, up to four years following the Committee's term.

5. make all arrangements for the CEAM affiliate program in the MACO annual and fall conferences.

6. prepare proposed conference schedules, meeting topics, and budgets for the Board of Director's approval.

7. coordinate with the Board of Directors, the Legislative Committee, the Education Committee and the Associate Member Advisory Committee to encourage continuity of program topics, seminar themes, and legislative concerns to assure quality presentations to Association Members and coverage of pertinent topics.

8. be responsible for all conference activities and coordination.

9. assist with preparing a final accounting of conference expenses and attendance following each conference.

10. the Chairman shall maintain a Program and Conference Committee notebook which shall contain documentation of Committee business of current and preceding years and shall include copies of all contractual agreements for past, current and planned conferences. The notebook shall be passed to the succeeding Committee Chairman at the end of each term.

11. prepare and present reports at the Spring Conference Annual Meeting and at each General Meeting.

b. LEGISLATIVE COMMITTEE

Purpose

The Legislative Committee shall have the primary purpose of assuring that the Board of Directors and CEAM Members are adequately informed of all legislation which might directly or indirectly affect the CEAM membership.

Membership

The President shall appoint a Legislative Committee Chairman who will recommend Committee membership for Board approval. There shall be no restriction to the size of the Committee but it shall not have more Associate Members than Members.

Term

All members of the Legislative Committee shall serve a one (1) year term and may be reappointed.

Duties

The Legislative Committee shall. . .

1. make the Board of Directors aware of the content and status of all legislation which might directly or indirectly affect the CEAM membership.

2. obtain a Board of Directors position on all legislation as required.

3. prepare and submit written testimony on legislation reflecting the position of the Board of Directors as necessary.

4. monitor all MACO Legislative Committee meetings.

5. prepare a summary of action on all legislation reviewed by the Board of Directors to be presented at the Spring Conference Annual Meeting by the Legislative Committee Chairman.

c. MEMBERSHIP COMMITTEE

Purpose

The Membership Committee shall be responsible for membership renewals and new member applications.

Membership

The President shall appoint a chairman who shall recommend Committee members for approval by the Board of Directors.

Term

All members of the Membership Committee shall serve a one (1) year term and may be reappointed.

Duties

The Membership Committee shall . . .

1. mail membership renewal information to the entire membership not less than sixty (60) days preceding the due date for payment.

2. receive and record membership renewals.

3. receive, review and make recommendations to the Board of Directors on all new membership applications.

4. forward membership dues to the Treasurer for deposit in the name of the Association.

5. prepare and present reports at each General Meeting and at the Annual Meeting.

d. BUDGET COMMITTEE

Purpose

The Budget Committee shall have the primary purpose of preparing an annual budget for the review and endorsement of the Board of Directors and for ratification at the Spring Conference Annual Meeting. The Budget Committee shall also advise the Board of Directors on financial matters at the request of the Board.

Membership

The President shall appoint a Chairman who shall recommend Committee members for approval by the Board of Directors. The Treasurer shall serve as a standing member of the Committee and may serve as Chairman.

Term

All members of the Budget Committee shall serve a one (1) year term and may be reappointed.

Duties

The Budget Committee shall . . .

1. solicit necessary budget data from all committee chairmen and the Board of Directors by March 1st for the preparation of the following year's budget.

2. present a budget to the Board of Directors in a format approved by the Board by April 1st for Board endorsement.

3. advise the Board of Directors on financial matters at the request of the Board.

4. the Budget Committee Chairman shall present a budget, endorsed by the Board, for the next fiscal year, at the Spring Conference Annual Meeting for ratification by the majority of the voting Members present.

e. ASSOCIATE MEMBER ADVISORY COMMITTEE

Purpose

The Associate Member Advisory Committee shall have the primary purpose of assuring that the Associate Membership make a beneficial contribution to the Association and that Associate Membership is as rewarding as Membership.

Membership

The Associate Member Advisory Committee Chairman shall be appointed by the President. The Committee shall consist of, but is not limited to, three additional Associate Members. The Committee members shall be recommended to the Board by the Committee Chairman for approval.

Term

All members of the Associate Member Advisory Committee shall serve a one (1) year term and may be reappointed.

Duties

The Associate Member Advisory Committee shall . .

1. assume responsibility for making all arrangements for Associate member sponsored social events in conjunction with the Spring and Fall Conferences. Arrangement activities should include but are not limited to:

a. establishing procedures for setting and receiving sponsorship donations.

b. establishing a budget for Committee activities.

c. participating in the Program and Conference Committee planning to assure proper coordination.

d. preparing displays identifying sponsors for use at the Spring and Fall Conferences.

e. organizing equipment show if included in a conference format.

2. provide a representative to serve on the Program and Conference Committee to assure that Associate Member needs and interests are properly addressed.

3. make a recommendation to the Nominating Committee for the Associate Member Director's seat.

4. prepare and present reports at each General Meeting and at the Annual Meeting.

f. SCHOLARSHIP COMMITTEE

Purpose

The Scholarship Committee shall administer the scholarship fund for the Board of Directors and endeavor to assure that the fund remains sufficient to support scholarship awards.

Membership

The President shall appoint a Chairman who shall recommend membership of the Committee for approval by the Board of Directors. The Committee structure shall be as defined in the scholarship charter.

Term

All members of the Scholarship Committee shall serve a two (2) year term and may be reappointed.

Duties

County Engineers Association of Maryland