SSPI-MA BYLAWS APPROVED ON MAY 1ST 2019
AMENDED AND RESTATED BY-LAWS
OF
THE SPACE AND SATELLITE PROFESSIONALS INTERNATIONAL
MID-ATLANTIC REGIONAL CHAPTER
ARTICLE I – PURPOSE
This regional chapter of the Space and Satellite Professionals International (“SSPI” or the “Society”) is constituted for the purpose of promoting professionalism and education by individuals within all aspects of the satellite and aerospace industries, promoting science, technology, engineering and mathematics education among school-age and working age individuals, and fostering the entry of individuals into the satellite and aerospace industries.
ARTICLE II – NAME AND OFFICES
SECTION 1. The name adopted by this regional chapter of SSPI shall be the Space and Satellite Professionals International, Mid-Atlantic Regional Chapter, a District of Columbia nonprofit corporation (hereafter referred to as the “Mid-Atlantic Regional Chapter” or the “Chapter”).
SECTION 2. The Mid-Atlantic Regional Chapter shall include members residing or doing business in the Mid-Atlantic Region: the District of Columbia, Maryland, Virginia, West Virginia, and Delaware.
SECTION 3. The Mid-Atlantic Regional Chapter shall be operated as a non-profit organization.
SECTION 4. The principal office of the Mid-Atlantic Regional Chapter and such other offices as it may establish shall be located at such place or places, either within or without the District of Columbia, as the Board of Directors may designate or as the affairs of the Mid-Atlantic Regional Chapter may require from time to time.
SECTION 5. The Mid-Atlantic Regional Chapter shall continuously maintain within the District of Columbia a registered office in compliance with the District of Columbia Nonprofit Corporation Act (as amended from time to time, the “Act”). The address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE III – ORGANIZATION AND AUTHORITIES
SECTION 1. The responsibility and commensurate authority for planning, coordinating, preparing and conducting programs, educational programs, social events and conducting day-to-day affairs for the Mid-Atlantic Regional Chapter and its members shall be vested with the Chapter’s board of directors (the “Board of Directors”) and its officers (the “Officers”). Each Officer shall also serve as a member of the Board of Directors. The Board of Directors and the Officers may be supported by Chapter members who volunteer to actively participate in one or more of the Committees led by a member of the Board of Directors.
SECTION 2. The Mid-Atlantic Regional Chapter shall agree and be subject to the articles and by-laws of the Society. To the extent that these amended and restated by-laws of the Mid-Atlantic Regional Chapter (the “By-Laws”) conflict with requirements imposed on Mid-Atlantic Regional Chapter or members thereof by the Society, then such requirements by the Society shall prevail.
SECTION 3. MEMBERSHIP AND DUES.
a. Eligibility. Without limiting any membership or eligibility requirements of the Society or imposed by the Society with respect to this Chapter or any other membership or eligibility requirements of this Chapter as may be determined by the Board of Directors from time to time, all members in good standing with the Society who reside or do business in the geographic area covered by this Chapter shall be eligible for membership in this Chapter; provided, however, that an individual may not be an active member of this Chapter so long as that individual is an active member of another local chapter of the Society.
b. Suspension for Nonpayment. No member who is in arrears for dues of the Society shall vote, hold office, or be considered a member of this Chapter. Further, members in arrears for any Chapter dues, if any, as may be established may not vote or hold office for this Chapter.
c. Dues. The Board of Directors shall have supervision of the Chapter’s share of dues paid by Society to the Chapter, subject to performance standards and reporting requirements required by the Society.
SECTION 4. FISCAL YEAR. The Mid-Atlantic Regional Chapter shall have a fiscal year beginning on 1 July and ending on June 30th of any given calendar year.
SECTION 5. ELECTIONS, VOTING AND QUORUMS. The Mid-Atlantic Regional Chapter shall have the right to elect the Board of Directors and the Officers. Except as otherwise provided in these By-Laws, each Director and Officer shall serve terms of two fiscal years, subject to their earlier resignation, removal or death, and may, if so elected, serve multiple terms as a Director or in the same Office.
a. Annual Election for Chapter Leadership. Elections shall be held yearly in June, but in any event prior to the end of the Chapter’s fiscal year. The election may culminate with a meeting of the members of the Mid-Atlantic Regional Chapter (“Chapter Meeting”); however, given the geographic dispersion of the membership of the Chapter, voting by proxy, written ballot or via electronic, web-enabled means shall be implemented for all annual elections.
b. Chapter Leadership Nominations Process. No less than sixty (60) days, but not greater than one hundred and twenty (120) days, prior to the proposed date of the Chapter’s elections, a nominating committee consisting of the Chapter’s current president, immediate past president, and current vice president shall solicit nominations from the Chapter’s general membership and recommend candidates for election to the Board of Directors. No less than thirty (30) days prior to the election, the nominating committee shall prepare a ballot of candidates for election to the Mid-Atlantic Regional Chapter’s Board of Directors and distribute it to all members of the Chapter entitled to vote. The Board of Directors and the Officers shall be elected by a plurality of the members of the Chapter. Nominees may be considered for positions on the Board of Directors upon the following conditions:
(1) Each nominee is a member in good standing with the Society and with the Mid-Atlantic Regional Chapter.
(2) Each nominee knows and will abide by the established By-Laws and the by-laws of the Society.
(3) Each nominee knowingly has consented to run for office.
(4) Nominations for Mid-Atlantic Regional Chapter offices may not be made from the floor during the election Chapter Meeting, if such a meeting is held.
c. Quorum to Conduct Chapter Business. Each member of the Chapter shall be entitled to one vote on each matter submitted by the Board of Directors to a vote of the membership of the Chapter. Except as may be otherwise provided by applicable law, the Chapter’s charter or these By-Laws, 10% of the total members of the Chapter shall constitute a quorum at any Chapter Meeting for the conduct of any business of the Chapter, including the Chapter’s annual election of Directors and Officers. Unless otherwise provided by these By-Laws, the affirmative vote of a majority of the Chapter’s members present at a meeting at which quorum is present shall be able to act on behalf of the membership of the Chapter.
d. Quorum to Conduct Board Business. One-third of the members of the Board of Directors, but no fewer than five, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Unless otherwise provided by these By-Laws, the affirmative vote of a majority of the members of the Board of Directors present at a meeting at which quorum is present shall be the act of the Board of Directors. The Committee Chairs and the Immediate Past President shall be considered Directors for all purposes, including the determination of quorum.
SECTION 6. GUIDE TO PARLIAMENTARY PROCEDURE. Robert’s Rules of Order shall be the guide to all procedural matters except where it is superseded by these By-Laws and any Rules of Order or Standing Rules of the Mid-Atlantic Regional Chapter that the Chapter’s membership may adopt.
SECTION 7. PROHIBITION ON ADOPTION OF EX POST FACTO MEASURES. Amendments to the Chapter’s Charter, these By-Laws, Standing Rules of the Chapter, Rules of Order of the Chapter and other decisions adopted by the membership of the Mid-Atlantic Regional Chapter or its Board of Directors on behalf of the membership shall be prohibited from being ex post facto, or retroactive, in nature.
SECTION 8. INDEMNIFICATION AND INSURANCE
a. To the full extent permitted by the Act, the Mid-Atlantic Regional Chapter shall indemnify each of its Directors and Officers, whether or not then in office, against all reasonable expenses (including attorneys’ fees), judgements, fines, and amounts paid in settlement actually and necessarily incurred by her/him in connection with any civil, criminal, administrative, or investigative action, suit, or proceeding to which s/he may have been made a party by reason of having been a Director or Officer of the Mid-Atlantic Regional Chapter; and the Board of Directors may, at any time, approve indemnification of any other person to which the Mid-Atlantic Chapter has the power to indemnify under the Act. Such individuals shall have no right to reimbursement, however, in relation to matters as to which they have been adjudged in such civil, criminal, administrative, or investigative action, suit, or proceeding to be liable for negligence or misconduct in the performance of their duties. Any right of indemnity for expenses shall also apply to the expenses of suits that are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.
b. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such Director or Officer may be entitled.
c. Authority to Acquire Insurance. The Chapter’s Board of Directors has the authority to acquire insurance to protect the activities and members of the Board of Directors of the Chapter in the official performance of responsibilities.
ARTICLE IV – OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS
SECTION 1. COMPOSITION. The Board of Directors shall be comprised of a minimum of 10 directors (each, a “Director”), as follows: 4 Directors with the officer titles named in Sections 2(a)-(d) in this Article IV, 4 Directors who are chairs of the Board of Director’s Perpetual Committees as specified in Section 2(e) in this Article IV (each, a “Committee Chair”), 1 Director-at-Large, and the Immediate Past President who shall serve as an ex-officio voting member of the Board of Directors. At the discretion of the Board of Directors, any acting legal counsel to the Chapter may be considered a Director. Additionally, the Board of Directors may be expanded to comprise of as many additional members as the annually-formed nominating committee as specified in Article III, Section 5, paragraph b. of these By-Laws, may deem appropriate by increasing the number of Directors-at-Large from to a number greater than 1. Directors who are neither an Officer, a Committee Chair, nor the Immediate Past President are referred to in these By-Laws as “Directors-at-Large”.
SECTION 2. TERMS OF OFFICE – Terms of office shall be as stipulated in the following sub-paragraphs.
a. President. The President shall serve a one-year term after fulfilling the office of Vice President during the prior year. As contemplated by these By-Laws, the President is not elected by the members of the Chapter; an individual becomes the President by virtue of having served as the Vice President for the immediately preceding year or, if applicable, having been appointed to such position pursuant to Section 3(b) of this Article IV due to the vacancy of such office.
b. Vice President. The Vice President shall serve a one-year term of office; however, election to the Vice Presidency includes a commitment to serve a second year fulfilling the office of Chapter President. The Vice President is elected by the members of the Chapter pursuant to Section 5 of Article III or, if applicable, appointed to such position pursuant to Section 3(b) of this Article IV due to the vacancy of such office.
c. Secretary. The Secretary shall serve a two-year term of office, staggered with the Treasurer’s term of office so that the Secretary and Treasurer are elected to office in alternating years. The Secretary is elected by the members of the Chapter pursuant to Section 5 of Article III or, if applicable, appointed to such position pursuant to Section 3(b) of this Article IV due to the vacancy of such office.
d. Treasurer. The Treasurer shall serve a two year-term of office, staggered with the Secretary’s term of office so that the Treasurer and Secretary are elected to office in alternating years. The Treasurer is elected by the members of the Chapter pursuant to Section 5 of Article III or, if applicable, appointed to such position pursuant to Section 3(b) of this Article IV due to the vacancy of such office. The Treasurer may be assisted by a Director-at-Large who agrees to serve a one or two-year period in the role of Co-Treasurer; any such Director-at-Large is an excellent future candidate to fulfill the office of Treasurer.
e. Chairs of the Perpetual Committees. The members of the Board of Directors who are elected to serve as Committee Chairs of the four perpetual committees shall serve two-year terms of office. The terms of the Membership Chair and the Publicity Chair shall be aligned so that they are elected at the same time but staggered from the terms of the Program Chair and Scholarship Chair—whose terms shall be aligned with each other—so that the two sets of Chairs shall be elected to office in alternating years.
f. Immediate Past President. The Immediate Past President shall serve a one-year term after fulfilling the office of President during the prior year. As contemplated by these By-Laws, the Immediate Past President is not elected by the members of the Chapter; an individual becomes the Immediate Past President by virtue of having served as the President for the immediately preceding year or, if applicable, appointed to such position pursuant to Section 3(b) of this Article IV due to the vacancy of such office.
g. Directors-at-Large. Directors-at-Large shall serve two-year terms of office. If there is more than a single Director-at-Large, then roughly half of the Directors-at-Large should be elected in alternating years. As an example, if there are 9 Directors-at-Large, five of them should be elected together in one year, and four of them should be elected together in the next year. A Director-at-Large is elected by the members of the Chapter pursuant to Section 5 of Article III or, if applicable, appointed to such position pursuant to Section 3(b) of this Article IV due to the vacancy of such office.
SECTION 3. OFFICERS OF THE CHAPTER; VACANCIES.
a. The Officers shall be understood to include Directors-at-Large, the Immediate Past President and those individuals who, in addition to being members of the Board of Directors, are elected to fulfill the Chapter’s offices of the President, the Vice President, the Treasurer, the Secretary, the Membership Chair, the Publicity Chair, the Program Chair and the Scholarship Chair. These positions shall carry terms as set forth in these By-Laws.
b. Vacancies in the Board of Directors caused by removal, resignation, newly created directorships or any other reason (including any vacancy of any Office resulting from the removal or resignation of the Officer filling such Office or for any other reason) or in any Office may be filled by a vote of a majority of the Board of Directors then in office, regardless of their number or, if no Directors are then in office, by majority vote of the Chapter members. A Director elected to fill a vacancy or newly created directorship and, as applicable, a vacant office, shall serve until the next election of such directorship or office. The Board of Directors or the members of the Chapter, as applicable, shall elect one individual to fill both such directorship and such office.
SECTION 4. COMPENSATION – Directors and Officers shall perform their office without compensation. Reimbursement shall only be for actual approved expenses. Approval for expenses must be granted by the President or Vice President in advance of expenditure. No Officer or Director may approve her/his own expenses.
SECTION 5. PRESIDENT – The President shall be the Chief Executive Officer of the Mid-Atlantic Regional Chapter, shall be an ex-officio member of regular and special committees, and shall perform the duties and responsibilities incidental to the office.
SECTION 6. VICE PRESIDENT – In the absence of the President or in the event of the President’s inability or refusal to fulfill the duties of the President, the Vice President shall perform the duties of the President and, when so acting, shall have the powers of and be subject to the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
SECTION 7. TREASURER – The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe, including the submission of an annual report.
SECTION 8. SECRETARY – The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the members of the Chapter and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.
SECTION 9. MEMBERSHIP CHAIR – The Membership Chair shall be responsible for developing recruiting programs, encouraging and contacting membership to attend regional meetings and to accept membership applications. The Membership Chair shall develop a committee to perform the above responsibilities. The Membership Chair shall strive to recruit and lead a committee of volunteers from within the membership of the Chapter to perform the above responsibilities.
SECTION 10. PUBLICITY CHAIR – The Publicity Chair shall be responsible for actively promoting regional meetings and developing a committee to perform the above responsibilities. The Publicity Chair shall strive to recruit and lead a committee of volunteers from within the membership of the Chapter to perform the above responsibilities.
SECTION 11. PROGRAM CHAIR – The Program Chair shall be responsible for developing program ideas of interest to the Chapter’s membership, recruiting guest speakers/panelists, coordinating proposed programs, obtaining an appropriate facility and any appropriate refreshments in order to sustain a vigorous program of activities in order to maintain an active membership in the Chapter. The Program Chair shall strive to recruit and lead a committee of volunteers from within the membership of the Chapter to perform the above responsibilities.
SECTION 12. SCHOLARSHIP CHAIR – The Scholarship Chair shall be responsible for planning, coordinating with the participating universities, and orchestrating the Mid-Atlantic Regional Chapter’s annual scholarship donations and competition programs. The Scholarship Chair shall strive to recruit and lead a committee of volunteers from within the membership of the Chapter to perform the above responsibilities.
SECTION 13. EXECUTIVE COUNCIL. The President, the Vice President, the Treasurer and the Secretary conferring together shall additionally fulfill the role of Executive Council on behalf of the Board of Directors and the Mid-Atlantic Regional Chapter. This Executive Council is chartered with the responsibility for making decisions on behalf of the Chapter in circumstances when it is not practical to convene the entire Board of Directors to reach a decision. Decisions and actions taken by the Executive Council shall be reviewed during the next regular meeting of the Board of Directors in which quorum is present.
SECTION 14. GENERAL RESPONSIBILITIES OF BOARD MEMBERS. Individuals who accept a nomination to become a member of the Board of Directors (Officer or Director-at-Large) and are successfully elected shall be responsible for the following during their term in office:
a. Actively participate in the creation and delivery of a quality, professionally rewarding program for the Chapter’s members.
b. Remain a member of SSPI and a member the Chapter, in each case, in good standing throughout their term in office.
c. Actively participate in the annual Scholarship Competition conducted in the spring (generally during the month of April).
d. Each year, attend and participate in at least 30% of the Chapter activities which the Chapter conducts.
e. For those individuals who are serving as both a Director and fulfilling a specific office, actively fulfill the responsibilities of such office to which they were elected.
f. For those individuals elected to serve as a Director-at-Large and for those serving as an Officer, each year, attend physically or via phone conference at least 50% of the meetings of the Board of Directors.
g. For those individuals elected to serve as a Director-at-Large, participate with one of the Committee Chairs in executing the functions necessary to achieve success with the Chapter’s programs for Recruitment and Membership Sustainment, Publicity and Public Outreach, Speakers and Panels, and Scholarship with selected universities in the Mid-Atlantic Region.
ARTICLE V - ADMINISTRATION
SECTION 1. RECORDS OF FINANCES AND MEETINGS. The Mid-Atlantic Regional Chapter shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its membership meetings, its Board of Directors meetings, and the meetings of its several committees.
SECTION 2. MAINTENANCE AND PROTECTION OF RECORDS. All books and records of the Mid-Atlantic Regional Chapter shall be retained by the Directors-at-Large and the Officers. The Directors-at-Large and the Officers and employees of the Chapter shall not disseminate the names, addresses, e-mail addresses and telephone numbers of the Chapter’s members (or their families) and shall not reveal such information to any person, firm, or corporation, except those authorized to use the same in providing benefits and services to the members of the Chapter or as otherwise required by applicable law.
ARTICLE VI – MEETINGS
SECTION 1. REGULAR MEMBERSHIP MEETINGS. Regular meetings for the professional benefit of the Chapter’s members shall be conducted a minimum of 4 times each year, generally between the months of September and June.
SECTION 2. REGULAR MEETINGS OF THE BOARD. Regular meetings of the Board of Directors shall be held at least once each calendar quarter and generally with a frequency of between once each 4 to 6 weeks, except during the months of July and August when the Directors may choose to not meet.
a. Directors-at-Large and Officers shall be expected to strive to attend as many Board meetings as they possibly can while holding one of these positions.
b. Any member of the Mid-Atlantic Regional Chapter shall be eligible to attend and participate in meetings of the Board of Director; however, they shall not be eligible to participate in voting by the Board of Directors.
SECTION 3. SPECIAL MEETINGS OF THE BOARD. Special meetings of the Board of Directors may be called by the President or by one-third of the Board of Directors. Special meetings of the Board of Directors may be called to consider matters not in the ordinary course activities of the Chapter, including but not limited to, proposed amendments to these By-Laws and allegations of impropriety lodged against a Director-at-Large, Officer or Committee Chair, or against a regular member of the Chapter, or for other.
SECTION 4. ACTION BY THE BOARD; WRITTEN CONSENT. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or of such committee consent in writing (including e-mail communication) to the adoption of a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Board of Directors or committee, as applicable.
SECTION 5. ACTION BY THE MEMBERS WITHOUT A MEETING; BALLOT. Any action required or permitted to be taken at any Chapter Meeting may be taken without a meeting if the Chapter delivers a ballot to every member of the Chapter entitled to vote on the matter. Approval by ballot pursuant to this Section 5 of Article VI shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and, other than with respect to plurality voting for the election of Directors and Officers, the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
SECTION 6. NOTICES.
a. Meeting of the Members. No fewer than 10 days and no more than 60 days before an annual, regular or special meeting of the members of the Chapter, the Chapter shall give notice to members of the Chapter entitled to vote at such meeting. The notice shall include the date, time, and place of such meeting and, with respect to a special meeting of the members of the Chapter, a description of the purpose for which the meeting is called. A member of the Chapter may waive notice of any annual, regular or special meeting of the members of the Chapter by written statement delivered to the Chapter. Attendance at a meeting of the members of the Chapter by such member shall also constitute a waiver of objection to (1) lack of notice or defective notice (unless such member objects to holding of such meeting or transaction at the meeting); and (2) consideration of a particular matter at such meeting that is not within the purpose described in the meeting notice (unless such member objects at the meeting to considering the matter).
b. Meeting of the Board of Directors. At least ten days’ notice shall be given to each Director of a regular meeting of the Board of Directors; provided that the Chapter may provide a single notice of all regularly scheduled meetings for that year without having to give notice of each meeting individually. A special meeting of the Board of Directors may be held upon notice of two days. Notice of a meeting of the Board of Directors shall specify the date, time, and place of the meeting. Notice must be either delivered personally to each Director or mailed (including the sending of a fax, or electronic mail) to his or her address on record with the Chapter. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is given by fax or electronic mail, it shall be deemed delivered when transmitted. Notwithstanding the foregoing, a Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
ARTICLE VII – OTHER ACTIVITIES
SECTION 1. SCHOLARSHIP PROGRAM. The Chapter’s premier investment in promoting space and satellites as a profession shall be the provision of its annual contributions to the standing scholarship funds of specific universities within the Chapter’s region and the conduct of its annual Scholarship Competition for students in aerospace-related programs of studies at these universities.
SECTION 2. FUND RAISING ACTIVITIES. The Board of Directors—and, specifically, each Director who volunteers to lead each fund raising activity—together with the Treasurer shall be responsible for coordinating the conduct of several fund raising activities each year with the primary purpose of supporting the Chapter’s Scholarship Program with specific universities within the Chapter’s region.
SECTION 3. ADDITIONAL ACTIVITIES. The Board of Directors may schedule, coordinate and conduct other activities that are requested by the members of the Chapter and are consistent with the professional development of the Chapter’s members and the accomplishment of the Chapter’s purpose as expressed in Article I herein and any goals supporting this purpose which may, from time to time, be established.
ARTICLE VIII – ADDRESSING ALLEGATIONS OF IMPROPRIETY
The Board of Directors shall be empowered to appoint a special committee to conduct an investigation in sufficient detail to determine whether in fact allegations made or charges brought against any officer, director, and/or member of the Mid-Atlantic Regional Chapter are in fact true or untrue.
SECTION 1. NOTIFICATION TO SSPI HEADQUARTERS. The Board of Directors shall officially inform the headquarters of SSPI in writing of the appointment of such a committee within five work days. The SSPI Headquarters shall have the prerogative to establish appropriate representation on any special committee formed to conduct an investigation regarding allegations of impropriety if its Board of Directors chooses to make such a request.
SECTION 2. ALLEGATIONS DETERMINED TO HAVE MERIT. If, after sufficient evaluation of the available information, it is determined that one or more of the allegations are valid, recommendations of a disciplinary nature may be submitted to the full Board of Directors for action as deemed appropriate at their next regularly scheduled meeting.
SECTION 3. POTENTIAL DISCIPLINARY ACTION FOR BOARD MEMBERS & OFFICERS. For members of the Board of Directors/Officers of the Mid-Atlantic Chapter, disciplinary action may include removal from the Board of Directors and from the Officer position which they may hold at the time an allegation against such an individual should be substantiated.
SECTION 4. POTENTIAL DISCIPLINARY ACTION FOR CHAPTER MEMBERS. For members of the Chapter, disciplinary action may include expulsion from the Chapter and, with the concurrence of the SSPI Headquarters, revocation of their membership in SSPI for a specific period of time or permanently.
ARTICLE IX – AMENDMENTS
SECTION 1. AUTHORITY TO AMEND BY-LAWS. These By-Laws or any provisions thereof may be amended or repealed by an affirmative two-thirds vote of the members of the Chapter; provided that, for purposes of such amending, the requisite quorum shall be at least 20% of the total members of the Chapter. No amendment(s) of the By-Laws shall be submitted to a vote of the members of the Chapter for adoption unless such amendment(s) have first been reviewed and approved by the Board of Directors pursuant to Section 2 of Article IX. Proposed amendments shall become effective upon approval unless they contain a provision delaying their implementation for a specific period of time or until a specific action has occurred.
SECTION 2. AMENDMENT PROCESS.
a. Amendment Proposal. Any member of the Mid-Atlantic Chapter and any Director or the Board of Directors shall have the privilege to propose revisions to amendments to these By-Laws (“Proposed Amendment(s)”). The Board of Directors shall review all Proposed Amendment(s) and, if approved by a three-fifths majority of the Board of Directors, bring the Proposed Amendment(s) for a vote of the members of the Chapter. Following the approval by the Board of Directors for Proposed Amendment(s), such Proposed Amendment(s) shall be submitted to a vote of the members of the Chapter either (x) at the next Chapter Meeting, whether an annual, regular, or special meeting of the members of the Chapter; or (y) by ballot, which may be via electronic, web-enabled means.
b. Chapter Meeting. In order for any Proposed Amendment(s) to be presented for a vote at a Chapter Meeting, (i) the Board of Directors must receive such Proposed Amendment(s) with sufficient lead-time in advance of such Chapter Meeting that would provide each Director reasonably sufficient time to review and, if applicable, vote for such Proposed Amendment(s) to be submitted to the members of the Chapter; and (ii) any such duly approved Proposed Amendment(s) must reach the Secretary no later than 40 days prior to the date of the Chapter Meeting at which the amendment is to be considered and voted by the Chapter’s membership. At least 30 days prior to the date of the Chapter Meeting at which the Proposed Amendment(s) is to be considered and voted by the Chapter’s membership, the Secretary shall issue to the members of the Chapter a notice of the vote for the Proposed Amendment(s), including a copy of the text of the Proposed Amendment(s) and the Board of Directors’ recommendation and statement of the reason(s) for such recommendation.
c. Ballot. If any Proposed Amendment(s) are to be submitted to the members of the Chapter by ballot, (i) at least 3 weeks prior to the commencement of such vote, the Secretary shall issue to the members of the Chapter a notice of the Proposed Amendment(s), including a copy of the text of the Proposed Amendment(s) and the Board of Directors’ recommendation and statement of the reason(s) for such recommendation; and (ii) the period for members of the Chapter to validly return their ballot (including by electronic, web-enabled means) shall be not less than 2 weeks from the date such voting commenced.
CERTIFICATION OF RATIFICATION
I hereby certify that the foregoing By-Laws of the Mid-Atlantic Regional Chapter of the Space and Satellite Professionals International were duly adopted by a two-thirds vote of the members of the Chapter with the requisite a quorum as stipulated herein, and that these By-Laws presently govern the operations and management of the Mid-Atlantic Regional Chapter’s affairs and activities.
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Alena Koci Date: May 1st, 2019
Secretary