(Adopted June 1, 2009)

1.2 Objective. The objective of the SunCoast Branch shall be the advancement of the science and profession of engineering, in a manner  consistent with the purpose of the American Society of Civil Engineers (hereinafter referred to as the “Society”).

1.3 Authority. The actions of the SunCoast Branch shall be consistent with the provisions as set forth in the Constitution and Bylaws of the Florida Section.

2.1 Area. The area of the SunCoast Branch shall include Sarasota, Manatee, Hardee and Desoto Counties in the State of Florida.

2.2 Assigned Members. All members of the Society, of all grades, whose addresses of record are within the boundaries of the SunCoast Branch, as defined by the Society, shall be Assigned Members of the SunCoast Branch.

2.3 Subscribing Members. All members of the Society, of all grades, who subscribe to the Constitution and Bylaws of SunCoast Branch, who have paid the current dues of the Branch, shall be Subscribing Members of the Branch.

2.3.1 Rights of Subscribing Members. Only Subscribing Members of the Branch shall be eligible for election to SunCoast Branch office, or to vote in SunCoast Branch elections.

3.1 Separation from Membership. Members who cease to be members of the Florida Section, for any reason, shall cease to be members of the SunCoast Branch.

4.1 Branch Dues. Annual dues shall be established by the SunCoast Branch Board of Directors and, and payable in U.S. currency by January 1st for the upcoming year.

5.1 Board of Directors. The governing body of the SunCoast Branch shall be a Board of Directors. The Board shall be responsible for the supervision, control and direction of the SunCoast Branch, and shall manage the affairs of the SunCoast Branch in accordance with the provisions of the SunCoast Branch governing documents, subject to the control of the Florida Section.

5.2 Budget. The SunCoast Branch activities shall be based on a budget proposed and adopted by the SunCoast Branch Board of Directors.

5.3 Duties of the Board of Directors. Duties of the Board of Directors shall include management of the SunCoast Branch, overseeing the various activities within the SunCoast Branch and communicating with the Florida Section and Region 5 (as necessary).

5.4 Duties of the Officers. Duties of the officers shall be those usual for such officers.

5.5 Annual Report. The Board of Directors shall oversee the preparation of the SunCoast Branch Annual Report, which shall be submitted to the Florida Section in accordance with the published requirements.

6.1 SunCoast Officers. The officers of the SunCoast Branch shall be a President, a Vice President, a Secretary, and a Treasurer.

6.2 Board of Directors. The Board of Directors shall consist of the SunCoast Branch Officers, and the latest active resident Past-President of the SunCoast Branch.

6.3 Terms. The term of office for each officer shall be one (1) year. Terms shall begin at the close of the Installation Meeting and continue until  their successors are elected and assume their offices.

6.3.1 Term of the President. The term of office for the President shall be one (1) year. The Vice President shall succeed to the office of President at the close of the Installation Meeting. Vice President. Other vacancies shall be filled for the unexpired term by appointment by the SunCoast Board of Directors.

6.5 Officer Installation. Officers shall be installed in October. The ceremony shall be conducted by an officer of the Society, Region or Florida Section. If a Society, Regional or Florida Section officer is not available, the installation shall be conducted by a SunCoast Branch Past-President.

6.6 Reimbursement. Officers and Directors do not receive compensation for their services, but may be reimbursed for authorized expenses. At the

discretion of SunCoast Board of Directors, serving Branch Officers and Committee Chairs may be waived off the monthly meeting charges.

7.1 Nominating Committee. The Nominating Committee shall choose one (1) or more candidates for election to each office, except the office of President, and obtain consent of each nominee to serve if elected. In addition, candidates may be nominated by written petition containing a minimum of ten (10) signatures of Subscribing Members. The Nominating Committee shall set the date by which nominations must be received. The Vice President shall automatically become the President-Elect. All candidates for office must be approved by the SunCoast Branch Board of Directors.

7.2 Ballots. The Secretary shall send a ballot, containing a list of all nominees, petition nominees and a space for a write-in vote for another candidate for each office, to each Subscribing Member of the SunCoast Branch at least twenty (20) days prior to the SunCoast Branch New Officers Installation Meeting.

7.3. Tallying the Ballots. Ballots returned to the Secretary up to the time of counting shall be opened and counted by the Secretary prior to the Installation Meeting. For each office the candidate receiving the highest number of votes cast shall be declared elected.

Article 8: Meetings

8.1 Membership Meetings

8.1.1 Installation Meeting. The Installation Meeting of the SunCoast Branch shall be held on such date and at such place as the Board of Directors or the President designate.

8.1.2 Other Meetings. Other meetings shall be called at the discretion of the Board of Directors, or by the President upon the written request of at least ten (10) Subscribing Members.

8.1.3 Frequency of Other Meetings. Meetings shall generally be held monthly or throughout the year at times as per the discretion of the Board of Directors.

8.1.4 Meeting Notice. Notice of call for a SunCoast Branch meeting shall be sent to all Subscribing Members not less than five (5) days in advance of the meeting date.

8.1.5 Quorum at Branch Meetings. Four (4) subscribing members shall constitute a quorum at all meetings where business is transacted.

8.2 Board of Directors Meetings.

8.2.3. Quorum at Board of Directors Meeting. A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

8.2.2 Meeting Frequency. The Board of Directors meetings generally shall be held regularly.

8.2.3 Meeting Notice. Notice of call for a meeting shall be sent not less than three (3) days in advance of the meeting date.

8.3 Parliamentary Authority. All business meetings of the SunCoast Branch and subsidiary organizations and meetings of the Board of Directors shall be governed by Robert’s Rules of Order, Newly Revised, except where these rules are not applicable or are inconsistent with the Bylaws of the SunCoast Branch, Florida Section Constitution and Bylaws, or the Society’s governing documents.

9.1 Subsidiary Organizations. Subsidiary organizations may be formed within the SunCoast Branch, consistent with the purposes of the Section and Branch, and in accordance with the provisions of these Bylaws. Subsidiary organizations may be, but are not limited to, Younger Member Forums/Groups, Technical Groups, and local Institute Chapters. Names of subsidiary organizations shall be as set forth in the Society’s governing documents.

9.1.1. Formation. Formation of Subsidiary Organizations shall be subject to the approval of the SunCoast Branch Board of Directors, and such other requirements as may be established by the Society. Bylaws of Subsidiary Organizations shall be approved by the SunCoast Branch Boards of Directors before becoming effective.

9.1.2. Process for Formation. Subsidiary Organizations of the SunCoast Branch may be created. Procedures for creating a Subsidiary Organization shall be as follows:

9.1.2.1 A Subsidiary Organization shall be proposed by submission of a written proposal to the SunCoast Branch Board of Directors with the name, objectives, officers, and brief comments on how the Subsidiary Organization will be of advantage to members in the Branch. Those proposing an Institute Chapter shall also contact the appropriate Society Institute and comply with the Institute rules for creating a Chapter.

9.1.2.2 Following approval of the SunCoast Branch Board of Directors, the proposal may be forwarded to the Florida Section Board of Directors for their review and concurrence.

9.1.2.3 Following the approval of the SunCoast Branch Board of Directors, those proposing a Subsidiary Organization may be asked to prepare and submit Bylaws to the SunCoast Branch Board for the operation of the organization.

9.1.2.4 Approval of the Subsidiary Organization Bylaws by the SunCoast Branch Boards of Directors shall be obtained to activate the Subsidiary Group. Approval must also be obtained from the appropriate Institute to activate an Institute Chapter.

9.1.3 Budget. Each Subsidiary Organization shall submit an annual budget and financial statement to the SunCoast Branch Board of Directors for approval.

9.1.4 Annual Report. Each Subsidiary Organization President or Chair shall submit an annual written report to the Branch Board of Directors on the activities and programs of the organization. This Annual Report, including a financial statement, shall be suitable for incorporation into the SunCoast Branch’s Annual Report to the Florida Section.

9.1.5 Level of Activity. Each Subsidiary Organization shall hold a minimum of one (1) event per year. Any Subsidiary Organization that does not maintain the minimum activity level for two (2) successive years, or does not have five (5) Subscribing Members on its rolls for two (2) successive years, shall be automatically disbanded. Assets of adisbanded Subsidiary Organization shall be assumed by the SunCoast Branch.

9.2 SunCoast Committees

9.2.1 Standing Committees. The Branch shall have Standing Committees based on the guidelines outlined in the Florida Section Operations Manual. The President shall appoint, with the approval of the Board of Directors, other Committees as are deemed necessary. The purpose and term of the Committee shall be defined by the President and approved by the Board of Directors. The Board of Directors shall have the authority to add, delete and/or modify the number, titles and/or function of any standing committee.

9.2.2 Task Committees. The Branch President may appoint task committees as deemed necessary. The terms of Task Committee members shall end at the end of the term of office of the SunCoast Branch President. The incoming President may choose to extend the term of the Task Committee as deemed necessary.

9.2.3 Terms of Standing Committee Members. Unless otherwise specified, the members of committees shall be appointed by the SunCoast Branch President at the beginning of the Branch President’s term, and shall serve a one (1) year term.

10.1 Proper Use of Section Resources. No part of the net earnings of the SunCoast Branch shall inure to the benefit of, or be distributable to its Directors, Officers, or any other private persons, except that the SunCoast Branch shall be authorized and empowered to pay reasonable reimbursements, payments or compensation for services rendered in furtherance of the purposes set forth above.

10.2 Limitations on Political Activity. No substantial part of the activities of the SunCoast Branch shall be carrying on propaganda or otherwise attempting to influence legislation, and the SunCoast Branch shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. The SunCoast Branch shall not carry on any activities prohibited by the provisions of the Society’s governing documents.

10.3 Conflict of Interest. A Conflict of Interest shall be defined as any activity, transaction, relationship, service, or consideration which is, or appears to be, contrary to the best interest of the Branch, Section, or the Society, or in which the interests of an individual or another organization has the potential to be placed above those of the Branch, Section or the Society. Any interested individual must disclose the existence of any actual or possible conflict of interest and all material facts to the Branch entity considering the proposed transaction. Action to address the conflict shall be taken by either the interested individual or the Branch entity.

10.4 Distribution of Branch Assets. Upon dissolution of the Branch, the assets remaining after the payment of the debts of the Section shall be distributed to such organization or organizations organized and operated exclusively for charitable, educational, literary, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine, and in the absence of such designation they shall be conveyed to the Society.

11.1 Process. These Bylaws may be amended only by the following procedure:

11.1.1 Proposal. An amendment to these Bylaws may be proposed by any member of the Board of Directors, or by a written petition submitted to the SunCoast Branch Secretary, containing the text of the amendment, signed by not less than ten (10) Subscribing Members of the Branch.

11.1.2 Approval. The proposed Bylaws amendment(s) shall be approved by not less than a majority of the SunCoast Branch Board of Directors and submitted to the Florida Section Board of Directors for review and approval.

11.1.3 Notice of Adoption. Upon approval by the Florida Section Board of Directors, the proposed Bylaws amendment(s) may be adopted by not less than a majority vote of the SunCoast Branch Board of Directors present at a duly constituted Board meeting, where a quorum is in attendance, provided that a written notice containing the text of the proposed amendment(s) is published to the SunCoast Branch membership at least thirty (30) days in advance of the meeting.