SECTION 1:  Removal of Members:  Members no longer meeting the requirements of Article II, Section 1 shall be removed from membership.  The removed member may apply for Associate Member status.

SECTION 2:  Members, Associate Members, and Student Members are subject to suspension or removal for activity blatantly and knowingly contrary to the purpose of this Corporation by the petition of at least five Members.  The Board of Directors shall consider such petitions, and if the circumstances appear to warrant, notify the individual concerned, and offer the individual the opportunity to defend himself or herself against the claim at a subsequent Board Meeting.  After such a hearing, or the rejection of the offer of the hearing, the Board shall vote on the matter.  A majority vote of the Board is necessary for the suspension or removal of a Member, Associate Membe­r, or Student Member.

SECTION 3:  Members, Associate Members, or Student Members removed from membership shall not again be entitled to membership unless the Board of Directors, by a majority vote, decides that circumstances favor such consideration.

SECTION 4:  A Member, Associate Member, or Student Member may resign his or her member­ship in this Corporation by written communication to the Board of Directors.

SECTION 1:  Application fees for Members, Associate Members, and categories subsequently created by this Corporation, will be established by the Board of Directors of this Corporation.

SECTION 2:  The annual dues for this Corporation shall be set by the Board of Directors for all categories of membership, and shall be paid in advance by all members in accordance with a schedule approved by the Board.

SECTION 3:  Any member whose Corporation dues are more than two months in arrears shall be suspended and thereby shall forfeit all privileges of membership.  However, the Board of Directors at its discretion, may extend the time of payment and privileges.

SECTION 4:  The Board of Directors, at its discretion, may remit part or all of the dues of any member.

SECTION 5:  Any additional moneys required to carry on the activities of this Corporation shall be raised through assessments.  Any assessments levied by the Board of Directors shall be referred to the Members by a letter ballot.  If two-thirds of those voting vote favorably, provided at least 50% of the Members vote, the assessment shall be declared carried.

SECTION 6:  The fiscal year shall begin on January 1, and end on December 31.

SECTION 7:  The Treasurer of the Corporation shall submit a budget to the Board of Directors on or before October 15 each year and the budget, as approved by the Board, shall be published and transmitted to the membership by January 1.

SECTION 8:  At the end of the fiscal year, a treasurer's report corresponding in form to the approved budget shall be published and transmitted to the membership before March 1.

SECTION 1:  The powers of the Corporation shall be exercised, its property controlled, and its affairs conducted by the Board of Directors, except as limited by these bylaws.

SECTION 2:  The Board of Directors of this Corporation shall consist of five persons, all of whom shall be Members as described in Article II, Section 1.

SECTION 3:  The term of office for Directors shall be two years; provided that for the first election two Directors shall be elected for terms of one year, two Directors shall be elected for terms of two years, and one Director shall be elected for a term of three years.  No Director shall be elected to serve for more than three consecutive terms.

SECTION 4:  The election of Directors shall be as set forth in Article VII. In the absence of elections, each Director shall continue until a successor is duly elected.

SECTION 6:  A vacancy in any Officer or Director position caused by death, disability or resignation shall be filled by the Board of Directors, and the person so appointed shall hold office for the remainder of the unexpired term.

SECTION 1:  The officers of this Corporation shall be selected by the Board of Directors from the members within their group.  The officers shall be a President, a Vice President, a Secretary, and a Treasurer.  Officers shall be selected by August 1. 

SECTION 2:  The Powers and Duties of the President:

    (a)    The President shall be the chief governing officer and shall be the Chairperson at all meetings of the Corporation and of the Board of Directors.

    (b)    The President shall serve as spokesperson for the Corporation and the Board of Directors.

SECTION 3:  The Powers and Duties of the Vice President:

    (a)    The Vice President shall fulfill the duties of the Chairperson in absence of the President.

    (b)    In the event that the office of President is vacated, as hereinbefore provided, the Vice President shall fulfill the duties of the President, and appoint another Director to fulfill the duties of Vice President, both for the remainder of the term.

SECTION 4:  The Powers and Duties of the Secretary:

    (a)    The Secretary shall keep an accurate record of all meetings of the Corporation and the Board of Directors.  A copy of such minutes shall be preserved in the Corporation's offices.

    (b)    The Secretary shall preserve the Articles of Agreement, the Bylaws, membership lists and all other Corporation records and have charge of communications to members.

SECTION 5:  The Powers and Duties of the Treasurer:

    (a)    The Treasurer shall be custodian of all funds and financial records of the Corporation.  The Treasurer may make disbursements, and shall be accountable to the Board of Directors.

    (b)    The Treasurer shall prepare budgets and financial reports as specified in Article IV.

SECTION 6:  The Board of Directors shall appoint all committees and each committee shall have a Director as member.  The Board shall also prepare and maintain an appropriate form for Member and Associate Member membership applications.

SECTION 1:  The Board of Directors shall select a nominee for each expiring position of director, and publish the nominations to the membership by March 15.  Additional nominations may be submitted in writing, signed by representatives of no fewer than three Members, on or before March 31.

SECTION 2:  The Board's nominees and any additional nominations shall be submitted to all members for consideration, on or before April 15.  Voting shall be by a hand vote at the annual meeting.

SECTION 3:  The Director vacancies shall be filled by those attaining the highest number of votes.  Ties for the last vacant position shall be immediately decided by a hand vote of the Board of Directors to select one of the candidates for whom the vote is a tie.

SECTION 4:  In the event a candidate receiving a majority of the votes is unable to take office, the Board of Directors shall nominate, within thirty days, one or more Members to fill the vacancy.  An election to fill such vacancy shall then be held conforming with the general procedure outlined above.

SECTION 1:  Eligible voters must have all dues and assessments, if any, paid.

SECTION 2:  Each Member in good standing shall have one vote.

SECTION 3:  A majority vote shall be sufficient to take any action except as otherwise provided.

SECTION 1:  Regular meetings shall be held at times and places hereafter determined by the President, with the approval of the Board of Directors.  Special meetings may be held either at the call of the President, or of three other members of the Board of Directors.

SECTION 2:  An Annual Meeting shall be held in May of each year.  Notice shall be given at least thirty days in advance.

SECTION 3:  Quorums:

    (a)    Representation by twenty percent of the Members in good standing shall constitute a quorum at any meeting of this Corporation.

    (b)    Three-fifths of the Members of the Board of Directors shall constitute a quorum of the Board.

    (c)    A majority shall constitute a quorum of all committees.

SECTION 1:  The Standing Committees of this Corporation shall be:

    (a)    Professional Development

    (b)    Business Practices

    (c)    Legislative

SECTION 2:  Responsibilities and Activities of Standing Committees:

    (a)    The Professional Development Committee shall be responsible for educational activities directed toward advancing the technical knowledge of structural engineering.  The committee shall monitor research and development in this field, and organize at least one Corporation meeting each year, focused on a technical subject of interest and importance to the membership.

    (b)    The Business Practices Committee shall be responsible for educational activities directed toward advancing the business practices of structural engineering firms.  The committee shall organize at least one Corporation meeting each year, focused on a business practice subject of interest and importance to the membership.

    (c)    The Legislative Committee shall monitor legislation affecting the practice of structural engineering.  The committee shall be responsible for informing and organizing the membership toward the advancement of proper legislation and opposition to improper legislation.

SECTION 3:  The President may appoint special committees as needed.

SECTION 1:  These bylaws may be repealed or amended by a two-thirds majority of votes cast.

SECTION 2:  Bylaws changes may be initiated by a petition signed by at least three Members, or by the Board of Directors.

SECTION 3:  Proposed bylaws changes, in writing, shall be sent to all Members at least thirty days before voting takes place.

SECTION 4:  Voting bylaws changes and amendments thereto shall be by a hand vote at the annual meeting.  A quorum of the Members is required to conduct a vote for amending or repealing these bylaws.

The undersigned, being officers of Structural Engineers of New Hampshire during the 2000 annual meeting, do hereby certify that these bylaws are a true record of the bylaws as amended by two-thirds vote of the members present at the annual meeting held on May 16, 2000 for the purpose of amending the bylaws.