Ohio Valley Chapter Bylaws
Bylaws of the Cincinnati Chapter of
The Construction Specifications Institute, Inc., DBA CSI Ohio Valley
Approved January 14, 2025
ARTICLE I - GOVERNING AUTHORITY
ARTICLE V - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
ARTICLE VIII - MEETINGS OF THE CHAPTER MEMBERSHIP
ARTICLE IX - FISCAL ADMINISTRATION
ARTICLE XI - INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
ARTICLE I - GOVERNING AUTHORITY
Section 1. Name
The name of this organization is the Cincinnati Chapter of The Construction Specifications Institute, Inc., DBA CSI Ohio Valley, hereinafter referred to as the “Chapter;” said Chapter being an affiliate chapter of The Construction Specifications Institute, Inc., a Maryland not-for-profit corporation hereinafter referred to as “CSI.”
Section 2. Governing Authority
The Chapter, consisting of a membership as defined in Article VII of these Bylaws is governed and operated in accordance with the laws of the State of Ohio, CSI Bylaws, Chapter Bylaws, the Affiliation Agreement between CSI and the Chapter, and the rules and instructions of the Chapter’s Board of Directors (the “Board”) issued through its officers.
Section 3. Purpose and Policy
The purpose of the Chapter is to provide a medium at the local level for advancement of the objectives of CSI. The name, funds, or influence of the Chapter may be used only in support of this purpose.
Section 1. Scope
The Domain of the Chapter is determined by the Chapter’s geographic boundaries, designated by CSI.
Section 2. Region Affiliation
The Chapter shall be affiliated with a region of the Construction Specifications Institute. Regions are areas geographically designated by CSI. The Chapter is affiliated with the Great Lakes region hereinafter referred to as the “Region.”
Section 1. Governance of the Chapter
The affairs of the Chapter shall be governed by and managed under the authority of the Board.
Section 2. Composition of the Board.
- The Board shall consist of voting Officers and Directors as follows: 6 elected Directors and the 6 elected Officers (President, President -Elect, Vice President, Secretary, Treasurer, and Immediate Past President). Emerging Professional members may serve in any of the elected positions.
- If the Chapter includes a student affiliate, a student affiliate representative shall be a non-voting member of the board.
- All voting Directors must be voting members in good standing of CSI. Officers and Directors shall be elected to the Board in accordance with Article V of these Bylaws.
Section 3. Terms
Officers and Directors shall serve terms as provided in Article IV of these Bylaws.
Section 4. Meetings
- The board shall schedule monthly business meetings. Special meetings shall only be held upon the call of the President or a majority of the board upon seven days written notice.
- Board meetings may be held in person, by audio, video, or computer-based teleconferencing technology that allows all persons participating to hear each other at the same time. Actions of the Board at special meetings shall be limited to those relating to items posted in the notice for that meeting.
- Any action of the Board may be taken without a meeting if a unanimous written consent setting forth the action is signed by each member of the Board, and is filed with the minutes of the subsequent meeting of the Board.
Section 5. Quorum and Voting
A majority of the Board shall constitute a quorum at all meetings and, unless otherwise provided by these Bylaws, a majority of those Officers and Directors present and voting shall be required to take action. Directors may not vote or otherwise act by proxy.
Section 6. Order of Business
The order of business for meetings shall be determined by the President, who may invoke Robert’s Rules of Order Newly Revised to help guide the meeting.
Section 7. Vacancies
Should a vacancy occur in any office of the Board, the Board shall by two-thirds affirmative votes of the Board’s membership, fill such vacancy by appointment of a member eligible by all other criteria for the duration of the unexpired term.
Section 8. Attendance
Failure to attend the number or percentage of Board meetings stipulated by the Board may constitute resignation from the Board as determined by two-thirds affirmative votes of the Board’s membership, except where due to extenuating circumstances, as provided in Board governing policies.
Section 9. Resignation and Removal
An Officer or Director may resign at any time by giving written notice of such resignation to the President. An Officer or Director appointed by the Board, such as to fill a vacancy, may be removed for cause by the affirmative vote of 2/3 of the Board.
Section 10. Fiscal Year
The Chapter’s fiscal year shall align with CSI. Any changes to the fiscal year of the Chapter shall be as determined by the affirmative vote of 2/3 of the Board.
Section 11. Membership Status
The board shall consider requests for change to retired or emeritus status, and submit certified requests to CSI.
Section 12. Committees and Representatives
The board shall select all standing and special committees, select representatives to the Region board, designate duties, and may authorize compensation for justifiable expenses.
Section 13. Student Affiliate
If the Chapter has a student affiliate, the board shall appoint a committee to support the student affiliate.
Section 1. President
The President shall serve as chair of the Board; preside at all Chapter meetings; select the chairs of temporary committees; be an ex-officio member of all committees; and sign all agreements and formal instruments. The President shall serve for a term of one year or until a successor assumes office.
Section 2. President-Elect
The President-Elect shall serve upon the absence of the President and perform other duties as assigned by the President and the Board. The President-Elect shall serve for a term of one year or until a successor is elected. The President-Elect shall automatically ascend to the office of President at the end of the President’s term.
Section 3. Vice President
The vice president(s) shall perform such duties as assigned by the president or board and serve upon the absence of both the president and president-elect. The vice president shall serve for a term of one year or until a successor is elected.
Section 4. Secretary
The secretary shall see that notices are sent at least seven days in advance of all meetings of the board and of the Chapter and keep accurate minutes thereof. The secretary shall maintain a file of all correspondence; keep a roster of members and committees; co-sign all agreements and formal instruments, except those pertaining to the office of treasurer; and submit a report of office at the annual meeting. The secretary shall perform other duties as assigned by the President and the Board. The secretary shall serve for a term of two years expiring in odd numbered years or until a successor is elected.
Section 5. Treasurer
The treasurer shall collect and receipt for monies and securities; deposit funds and disburse and dispose of the same subject to the direction of the board; keep accurate books of account; submit a report at board meetings; and submit a report of office at the annual meeting. The treasurer shall perform other duties as assigned by the board. The treasurer shall serve for a term of two years expiring in even numbered years, or until a successor is elected. At the close of the fiscal year, the treasurer shall determine if informational forms and tax returns are required, and shall cause same to be filed with, and shall pay any taxes due, to the Internal Revenue Service and other authorities within the prescribed time limits.
Section 6. Immediate Past President
The Immediate Past President shall be the former President of the Chapter who has completed the most recent term. The Immediate Past President shall serve as chair of the nominating committee, the planning committee, and the administrative committee and have other assignments as prescribed by the President or the Board. The Immediate Past President shall serve for a term of one year after the term of the current President has expired or until a successor for the current President is elected.
ARTICLE V - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1. Nominating Committee
A nominating committee shall be appointed by the Board not later than the second week of February. The nominating committee shall prepare a list of nominees, showing at least one name for each elected position on the Board due to become vacant, and present the list to the Chapter membership at the March Chapter meeting and via email not later than the end of March. At the March meeting, members may present nominations from the floor or may present nominations via email. Election for contested offices shall be by electronic ballot. The nominating committee shall endeavor to select candidates so the composition of the board reflects the diversity of chapter membership.
Section 2. Elections
The nominating committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor or via email. Each voting member of the Chapter shall be sent an electronic ballot at least two weeks prior to the ballot count. The winners shall be determined by a simple majority of votes cast. For purposes of chapter elections, voting members shall include Professional members and Emerging Professional members. The winner shall be the candidate who receives the most votes for the position. Ties shall be resolved by coin toss.
Section 3. Certification
The ballots shall be counted and certified at the April Chapter meeting, by tellers appointed by the presiding officer, and the results shall be reported to the members. If there is only one nominee for any office, the presiding officer shall declare the nominee to be elected by acclamation.
Section 4. Notification
Not later than April 30, the Chapter Secretary shall notify CSI and the Region of the results of the election and shall submit to them a complete listing of the Chapter officers for the coming year, with their contact information.
ARTICLE VI - COMMITTEES
The Board may appoint committees as it deems appropriate in carrying out the mission of the CSI and the Chapter and in accordance with policies and procedures adopted by the Board. The resolution establishing such committees shall state the purpose, composition, and authority of each committee.
Section 1. Qualifications
The qualifications for membership shall conform to the requirements of CSI Bylaws.
Section 2. Chapter Membership
Membership in CSI includes membership in the Chapter. Membership in the chapter is determined by the Chapter’s geographic boundaries as determined by CSI. A member residing within the Chapter’s geographic boundaries may elect to be a member of a different chapter outside of the Chapter’s geographic boundaries.
Section 3. Membership Designation
A Chapter member may be classified as an Honorary Member, Distinguished Member, or a Lifetime Member only by action of CSI.
Section 4. Membership Status
The provisions of CSI’s Bylaws for disqualification, suspension, expulsion, and reinstatement of members shall govern.
ARTICLE VIII – MEETINGS OF THE CHAPTER MEMBERSHIP
Section 1. Annual Meeting
An annual meeting of the Chapter shall be held before the end of the fiscal year at which time committee reports shall be submitted. The Secretary shall submit a report on the activities of the Chapter during the past term of office. The Treasurer shall submit an annual report of the finances of the Chapter. A copy of these reports shall be sent to the Region secretary.
Section 2. Regular Meetings
Regular meetings shall be held monthly, except when otherwise decreed by the board. Not less than 10 regular meetings shall be held in the fiscal year.
Section 3. Special Meetings
Special meetings may be called whenever the majority of the Board deems it necessary, or upon written request by not less than one-tenth of the Chapter members. The business at special meetings shall be limited to that for which the meeting was called.
Section 4. Minutes
Minutes of regular and special meetings shall be distributed to the members with a copy to the Region secretary.
Section 4. Quorum and Voting
One-tenth of Chapter members in good standing shall constitute a quorum at any annual or special meeting of the membership. The affirmative vote of a majority of the votes cast at a meeting at which a quorum exists shall be the act of the members of the Chapter, unless otherwise provided by law or these Bylaws. Voting by proxy shall not be allowed.
Section 5. Conduct of Business
These bylaws, together with the applicable provisions of CSI Bylaws and Robert’s Rules of Order Newly Revised, shall govern the conduct of business of the Chapter.
ARTICLE IX - FISCAL ADMINISTRATION
Section 1. Fiscal Year
The fiscal year shall be from July 1 to June 30.
Section 2. Chapter Dues
Membership dues are determined and collected by CSI, and the Chapter portion remitted to the Chapter by CSI. No other form of membership dues may be assessed by the Chapter.
The board shall appoint a committee to audit the books and transactions of the treasurer at the close of the fiscal year. This report shall be read at the next regular meeting of the members of the Chapter.
ARTICLE XI - INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
Section 1. Indemnification
Indemnification of Directors, Officers, and Employees:
- The Chapter shall indemnify every person who is or was a, Director, Officer, or employee of the Chapter, or who is serving or has served at its request as a Director, Officer, or employee of any other corporation (hereinafter referred to as “Other Corporation”) against reasonable expenses, including attorneys’ fees and disbursements, judgments, decrees, fines, penalties, and amounts paid in settlement, in connection with any pending or threatened claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) in which they may be involved or threatened to be involved as a party or otherwise, by reasons of being or having been such Director, Officer, or employee; provided a determination is made in the manner provided in b. of this section that such person:
- was not willfully negligent or guilty of willful misconduct in the performance of duties to the Chapter or Other Corporation of which the individual is or was a Director, Officer, or employee;
- acted in good faith in what they reasonably believed to be the best interest of the Chapter or Other Corporation;
- in any matter the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that their conduct was unlawful; and
- In the case of amounts paid in settlement, that such settlement is or was reasonable and in the best interest of the Chapter or Other Corporation; provided, however, that if at any time any provisions are contained in the laws of the State of Ohio prohibiting indemnification in respect of any claim, action, suit, or proceeding except upon a determination of the extent thereof in the manner provided therein, then indemnification in respect thereof shall be made only in accordance with such provisions.
- The determination as to a, b, c, and d in the preceding paragraph may be made by an adjudication of a court of competent jurisdiction. All determinations, except those made by such prior adjudications, shall be made:
- by a majority vote of a quorum consisting of disinterested directors of the Chapter (namely Directors who are or were not parties to or threatened with any such claim, action, suit or proceeding);
- if such a quorum is not obtainable or, even if obtainable, if the quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
- by the members in like manner to the procedure for amending the Chapter bylaws. In making a determination, the disinterested Directors may conclusively rely upon an opinion as to facts or law or both, of independent legal counsel selected by them. The termination of a claim, action, suit, or proceeding by judgment, settlement, conviction, or upon a plea of guilty or of nolo contendere or its equivalent shall not of itself create a presumption that the , Director, Officer, or employee was negligent or guilty of misconduct in the performance of duty to the Region or Other Corporation while a Director, Officer, or employee did not act in good faith in what they reasonably believed to be the best interests of the Chapter or Other Corporation, or, in any manner the subject of a criminal action, suit, or proceeding, had reasonable cause to believe that their conduct was unlawful.
- Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Chapter to the, Director, Officer, employee, or their legal counsel prior to the final disposition thereof upon receipt of an undertaking by the, Director, Officer, or employee to repay such amount as shall not ultimately be determined to be payable to them hereunder.
- The rights of indemnification provided hereunder shall not be deemed exclusive of other rights to which any such, director, officer, or employee now or hereinafter may be entitled, shall continue to a person who has ceased to be a, officer, director, or employee, and shall inure to the benefit of such person’s heirs and legal representatives.
Section 2. Bond
Fidelity Bond: Every person entrusted with the handling of funds or property by the Chapter shall be bonded in such form and in such amount and with surety satisfactory to the board, of any fraudulent or dishonest act or acts committed against CSI (National, regions, and chapters) while acting alone or in collusion with others; the cost of said bond to be paid by the Chapter.
Section 1. Proposed Amendments
- Proposals for amendments to these Bylaws may be made either by (i) the Board, or (ii) submitted to the Board in a petition, accompanied with detailed justification for the proposed changes. Such petition must be signed by not less than 1 percent of the members of the Chapter. Such percentages shall be based on the total number of members as of the date the petition is received by the Secretary of the Chapter. The Board shall send the proposed amendments to the voting members of the Chapter. Proposed amendments initiated by petition shall include the proponents’ rationale and the Board’s recommendation.
- An affirmative vote by at least two-thirds of the Board is required to approve an amendment to these bylaws, except when a vote of members is required by Ohio law or determined by the Board, then an affirmative vote of at least two-thirds of the members is required to approve the amendment.
