ARTICLE I.
NAME AND OBJECT
Section 1. Name
1. The name of this organization
shall be "The Florida Institute
of Consulting Engineers," hereinafter referred to as “FICE”.
Section 2. Object
The object shall be to promote harmony, cooperation
and mutual understanding among independent consulting engineering
firms
engaged in private
practice in Florida, as a basis for helping to safeguard the
life, health, property, and public welfare of the residents of the
State.
In
this regard, FICE shall:
1. Ensure that high ethical and professional
standards worthy of independent consulting engineering firms are
maintained;
2. Advance the value of consulting engineers to the public, and
educate the public regarding the work of consulting engineers;
3. Promote the professional and economic welfare of its members;
4. Act as a clearinghouse and information center on all matters
of mutual interest to its members.
Section 3. Affiliations
This shall be an organization with affiliations
on a national level with the American Council of Engineering Companies
(ACEC) and
Professional Engineers in Private Practice, a section of the
National Society
of Professional Engineers, associating on the state level with
the Florida Engineering Society, as its designated practice section
for engineers in private practice. It shall be an objective of
FICE to encourage all qualified professional engineers of its
member firms to become individual members of their professional
organization,
the Florida Engineering Society.
Section 4. Guiding Principle
The Florida Institute
of Consulting Engineers shall function as a member-oriented organization
encouraging membership participation
at all levels throughout the year. For this purpose, the Board
of Directors and the committees shall keep the membership fully
informed of all proceedings and shall invite continuing guidance
during the course of activities and the development of policies.
ARTICLE II. MEMBERSHIP
Section 1. Firm Member
1. Any firm applying for membership shall agree
in the application to abide by the Codes of Ethics of the American
Council of Engineering
Companies, the National Society of Professional Engineers, and
the Florida Engineering Society (hereinafter referred to collectively
as the Code of Ethics.)
Qualifications of member firms shall be
as follows: The proprietors, partners, or officers (hereinafter referred
to as
principals)
shall be primarily engaged in the independent practice
of consulting engineering, architecture-engineering, land surveying,
or engineering testing, and offer services to more than one client
and have an office located in the State of Florida. A member firm
must be authorized to practice by the Florida Board of Professional
Engineers. A majority of the engineering principals practicing
in the State of Florida of each member firm must be registered
professionals in the State of Florida. No member firm shall have
any commercial sales or contract interest, or other affiliations,
which might cause a conflict of interest with the independent practice
of consulting engineering. The firm shall be a member of the American
Council of Engineering Companies and at least one principal shall
be a member of the Professional Engineers in Private Practice of
the National Society of Professional Engineers. Should any member
firm, as the result of changes in business relations, no longer
meet the above requirements, it shall automatically cease to be
a member of this organization. Each member firm shall designate
one official representative to the organization, as its voting
representative, who shall be a principal and a registered professional
in the State of Florida. All principals of the firm may participate
actively.
2. Applications for membership shall be reviewed
by the Member Services Committee and approved by the Board of Directors.
At least one principal
of each member firm must be a member of the Florida Engineering
Society,
National Society of Professional Engineers, except those member
firms that do not have a principal belonging to FES, NSPE, but who
were
members of Consulting Engineers Council of Florida as of July 1,
1972.
3. Each member firm shall be entitled to one
vote by its designated official voting representative or his duly
authorized alternate
on each matter submitted to a vote.
4. Violations by a member
firm of any provision of the Code of Ethics shall be followed by
censure, suspension or expulsion,
as determined
by an affirmative vote of two-thirds of the Board of Directors
after an appropriate hearing in accordance with procedures
adopted by the
Board. The Board, after an appropriate hearing in accordance
with procedures adopted by the Board, may censure, suspend
or terminate the membership of a member firm when a principal
or employee of the firm has committed an act, or any conduct
in
violation of
the Code of Ethics.
Section 2. Sustaining Member
1. Any individual
applying for membership shall agree in the application to abide
by the Codes of Ethics of the National Society of Professional
Engineers, and the Florida Engineering Society (hereinafter collectively
referred to as the Code of Ethics).
2. Any principal of a consulting
engineering firm, primarily engaged in the independent practice
of consulting engineering,
architecture-engineering,
land surveying or engineering testing, who is a member of FES
and NSPE/PEPP may apply for membership.
3. Application for membership
shall be reviewed by the Member Services committee and approved
by the Board of Directors.
4. A Sustaining
Member shall be entitled to receive all FICE membership benefits,
serve in all offices except ACEC Director, and cast one
vote.
5. Violations by a member of any provision of
the Code of Ethics as defined in this section shall be followed by
censure, suspension
or expulsion, as determined by an affirmative vote of two-thirds
of the Board of Directors after an appropriate hearing in accordance
with procedures
adopted by the Board.
Section 3. Life Member
1. Life Members shall
be fully retired from active practice, and have been a sustaining
member or a principal of a member firm for
at least ten years (including time as a member of CEOF or as
a principal of a derivative member of CEC/F), and shall request to
become Life Members and, as long as they remain inactive, may
so
continue without payment of dues.
2. Members who desire to maintain
Life Membership shall apply to the Board of Directors in writing.
FICE will carry all individual
Life Members on the Life Member rolls without further dues obligation.
Section 4. Interpretation of applicant qualifications
1. The interpretation of the applicant’s
qualification for membership as it relates to the language set forth
above shall be
the sole responsibility of the FICE Board of Directors.
ARTICLE III.
FINANCES AND DUES
Section 1. Fiscal Year
The fiscal year shall
be October 1 through September 30.
Section 2. Annual Dues
The Board of Directors
may determine the amount of the annual dues for each classification
of membership and budget to meet the expenses
of the organization.
Section 3. Payment of Dues
Annual dues shall
be payable no later than the first day of the fiscal year, upon
the mailing of statements. The annual dues may be paid
on a quarterly basis.
Section 4. Delinquency and Cancellation
The Board
shall establish and enforce a policy of dues delinquency and cancellation.
Section 5. Special Assessments
Special assessments
may be levied by the Board of Directors.
Section 6. Audit
The accounts of FICE shall be
audited not less than annually by a Certified Public Accountant.
Section 7. Strategic Reserve
1. The budget shall
include a line item entitled "STRATEGIC
RESERVE"
which shall be six percent of the total actual annual budget. This
item shall be finalized at the annual audit.
2. When the "STRATEGIC
RESERVE" fund balance exceeds 60%
of the total budget, this line item shall be deleted from the
budget. If any portion of the "STRATEGIC RESERVE" is
used, the line item shall be reinstituted until the "STRATEGIC
RESERVE" exceeds
60% of the total budget again.
3. Expenditures from the "STRATEGIC
RESERVE" shall require
four-fifths vote of the Board of Directors present.
4. The amount
of the strategic reserve shall be shown on the annual budget
as 'strategic reserve fund balance as of date.
Section 8. Finance and Dues
An initiation fee
determined by the Board may be charged to cover administrative
costs of establishing new or reinstated members'
records.
ARTICLE IV.
BOARD OF DIRECTORS
Section 1. Compositions
The Board of Directors
shall be composed of the most recent living Past President, the
President, the President-Elect, the Vice President,
the Treasurer, the National Director to the American Council
of Engineering Companies (ACEC), and the Florida representative to
the Board of Governors of Professional Engineers in Private Practice.
There shall be ten directors, all principals of their respective
firms, one from each of the following categories: structural,
general
civil, transportation, environmental, mechanical/electrical,
DBE/WBE, small firms representative (1-30 employees), medium firms
representative
(31-75 employees), one Director at-Large and one Director representing
the Geotechnical and Materials Council (GMEC). The General Civil,
Transportation and Environmental Directors shall be chosen from
firms that derive significant portions of their income from that
specialty. The Mechanical/Electrical Director shall be a principal
of a mechanical, electrical or mechanical/electrical firm. The
GMEC Director shall be designated by the GMEC Executive Committee.
Section 2. Terms of Election
The President-Elect,
the Vice President, Treasurer and Chairman of GMEC shall be elected
annually as provided for hereinafter. All
directors shall be elected for a term of two years except that
the terms of the ACEC Director, the General Civil Director, the
Environmental Director, the Mechanical/Electrical Director, Structural
Director, and the Director representing small firms shall initially
be one-year terms to allow a portion of the members of the Board
of Directors to be elected in alternate years. Thereafter, they
also shall be elected to two-year terms in every odd year. It
shall be the duty of the Nominating Committee to balance the make-up
of the Board of Directors both geographically and by firm size.
Section: 3. Terms of Office
The terms of directors
shall be limited to three consecutive two-year terms. Thereafter,
directors may be re-elected after a break in
service of at least one election cycle.
Section 4. Vacancies
In the event of a vacancy
in any office because of death, resignation, removal, disqualification
or otherwise, it may be filled by the
Board of Directors for the unexpired portion of the term. If
a member of the Board of
Directors fails to perform his duties due to incapacity or other
reasons, he may be removed by a majority vote of the other members
of the Board.
Section 5. Duties
The Board of Directors shall
hear all alleged Code of Ethics violations as provided in the Bylaws
and Operation Policies of FICE.
Section 6. Voting By Mail, E-Mail or Fax
Action
taken by a mail ballot of the members of the Board in which at
least a majority of such directors in writing indicate themselves
in agreement, shall constitute a valid action of the Board if
reported
at the next regular meeting of such Board.
ARTICLE V.
DUTIES OF OFFICERS
Section 1. President
The President succeeds to
the office from the office of President-Elect. The President shall
conduct all meetings, appoint all committee
chairpersons with the approval of the Board of Directors and
serve as an ex-officio member of all committees except the Nominating
Committee. He shall be charged with the formulation of general
policies, subject to approval of the Board of Directors, and
shall
act as the official spokesman for the organization. The President
shall have a discretionary fund to defray expenses not to exceed
$2,000 in one fiscal year. He shall sign correspondence in the
name of the organization. He will serve on the Planning and Bylaws
Committee. He shall act as the organization's official representative
to the Florida Engineering Society Board of Directors. He shall
attend all meetings of the Florida Engineering Society Board
of Directors and cast at such meetings, or by mail ballot, the vote
or votes of the Florida Institute of Consulting Engineers. He
shall
be a member of the Florida Engineering Society and periodically
report to the membership on the activities and transactions of
the Florida Engineering Society Board of Directors.
Section 2. President-Elect
The President-Elect shall perform all duties of the President when
so directed or when necessary because of the absence of the President.
The President-Elect shall serve on the Planning and Bylaws Committee,
Nominating Committee and Finance Committee and shall be an ex-officio
member of all other committees.
Section 3. Vice President
The Vice President
shall serve on the Planning and Bylaws Committee.
Section 4. Treasurer
The Treasurer shall serve
as chairman of the Finance Committee. In conjunction with the Finance
Committee, he shall present at each
Board meeting a current statement of revenues and expenditures.
He shall also present a proposed annual budget for the following
fiscal year for adoption by the Board of Directors.
Section 5. ACEC National Director
The ACEC National
Director shall be chosen from a member firm affiliated and holding
membership in ACEC. He shall attend all meetings of the Board of
Directors of the American Council of Engineering Companies
and
cast at such meetings, or by mail ballot, the vote or votes of
FICE. He shall periodically report to the membership on the activities
and transactions of the American Council of Engineering Companies.
The ACEC National Director shall have a discretionary fund to defray
expenses of not more than $2,000 in any fiscal year.
Section 6. Florida Representative to the NSPE/PEPP
Board of Governors
The NSPE/PEPP Representative shall be chosen
from a member firm, which is affiliated with NSPE/PEPP. He shall
attend
all meetings
of the NSPE/PEPP Board of Governors and cast at such meetings,
or by mail ballot, the vote or votes of FICE. He shall periodically
report to the membership on the activities and transactions of
the NSPE/PEPP Board of Governors. The NSPE/PEPP Board of Governors
Representative shall have a discretionary fund to defray expenses
of not more than $1,000 in any fiscal year.
Section 7. Directors
The Directors shall provide
liaison between the Board of Directors and the general membership
in their respective disciplines, firm
sizes and/or geographical areas, and shall have such other duties
as may be directed by the Board of Directors.
ARTICLE VI.
EXECUTIVE DIRECTOR AND STAFF
The employment of an Executive Director may be authorized at the
discretion of the Board of Directors. The term of employment shall
be established by the Board and may allow for multiple year contracts.
The Executive Director shall keep the records of all proceedings
of the organization and shall distribute them to the membership
as appropriate. He shall keep a roster of all member firms. He
shall receive all correspondence addressed to the organization
and prepare replies as directed by the President. He shall keep
all financial records of the organization in conformance with good
business practices, including current reports on the status of
dues payments. The Executive Director shall have such other duties
as may be directed by the Board of Directors. He shall be paid
such a salary or benefits as may be determined by the Board of
Directors, and shall employ and may terminate such assistance and
maintain such facilities as are consistent with the annual budget.
ARTICLE VII.
COMMITTEES
Section 1. The following committees are established:
1. Executive Committee. The Executive Committee
shall be composed of the Past President, President, President-Elect,
Vice President, Treasurer and a Board-member-at-large to be appointed
by the
Board of Directors.
The President shall be the chairman and the President-Elect
shall be the Vice-Chairman. It shall manage the affairs of
FICE between
meetings of the Board of Directors and shall have full power
to act for the Board on urgent matters.
The Executive Committee
shall not authorize the expenditure of funds for non-budgeted items,
authorize any assessments on the membership,
or make any bylaw changes. All Executive Committee actions shall
require a 75% majority of the total committee and a quorum shall
be not less than four members.
2. The Planning and Bylaws Committee.
The Planning and Bylaws Committee shall establish broad,
clearly defined objectives toward which activities
of FICE may be directed. It shall conduct continuing studies for
the needs and expectations of FICE and its member firms and shall
review proposals and recommendations of other committees when such
recommendations affect long-range goals and policies of FICE. The
Planning and Bylaws Committee shall study proposed revisions to
the organization's basic documents, prepare them for presentation
and
advise the Board of Directors regarding the merits and effects
of such revisions. The committee shall serve on an ad-hoc basis
as directed
by the Board of Directors and include the Vice President.
3. The
Finance Committee. The Finance Committee, which shall be chaired
by the Treasurer and include the President-Elect, President,
GMEC
Chairman and other members as appointed by the President, shall
prepare the annual, budget for approval by the Board of Directors
and periodically
review the financial status and management of the organization.
4. The Nominating
Committee. The Nominating Committee shall consist of the most
recent living past president, the President-Elect,
the ACEC National Director, the NSPE/PEPP Representative and
two additional
members not presently serving on the Board to be appointed
by the President with the approval of the Board. The Nominating
Committee
shall prepare a slate of recommended officers and directors,
at least one for each office to be filled, with particular
attention
to the
balance of the slate as to type of practice, specialization
and geographical distribution.
5. The Tellers Committee. The Nominating
Committee shall serve as the Tellers Committee and shall count
the ballots received
from the
membership; any ballot not returned shall be considered void.
6.
The Member Services Committee. The Member Services Committee
shall acquaint eligible firms with the advantages of membership,
and by
proper means shall endeavor to secure applications for
membership.
It shall investigate the eligibility of applicants and
otherwise review, process and approve or disapprove membership
applications
in accordance with Article II of the Bylaws. The committee
will be responsible for the implementation of other member
services
that
may be deemed appropriate and in the best interest of the
organization
Section 2. Standing and Special Committees
Standing
and special committees may be appointed by the Board of Directors
as required in the best interests of the organization.
Section 3. Appointment
Committee chairpersons
shall be appointed each year by the President with the approval
of the Board of Directors and commence service
at the beginning of the administrative year. Appointment to the
standing and special committees shall be made by the chairperson.
Each member of a committee shall serve until the end of the administrative
year or until a successor is appointed, unless the committee
is sooner dissolved or his appointment is rescinded. Vacancies in
the membership of a committee may be filled by the chairperson.
ARTICLE VIII.
MEETINGS
Section 1. Annual Meeting
An annual membership
meeting or other appropriate venue shall be held annually in conjunction
with the Florida Engineering Society¹s
annual meeting.
Section 2. Board Meetings
The Board of Directors
shall meet at least four times annually.
Section 3. Quorum
The presence of a majority
of the Board of Directors shall constitute a quorum for the transaction
of business of the Board. Whenever
a majority vote of the Board of Directors is taken, it shall
mean of the Board present. Whenever a two-thirds or four-fifths vote
of the Board is required, it shall mean of the Board members
present.
Twenty percent of the voting membership, but not less than ten
voting members, shall constitute a quorum for the transaction
of business at general membership meetings.
Section 4. Notification
The Board of Directors
shall be notified by mail at least one week prior to each meeting,
regular or special. The notice shall include
the place, date and hour of the meeting and, when possible, a
description of the business to be transacted. Matters concerning
termination
of membership, special assessment, Bylaws amendments and revisions
or elections shall not be considered at any meeting unless specifically
announced in the meeting notice.
Section 5. Special General Membership
Special
general membership meetings may be called by the President or upon
petition of one-third of the membership.
Section 6. General Membership
General membership
meetings may be called by the President and approved by the Board
of Directors.
Section 7. Rules
All meetings shall be conducted
in accordance with the latest edition of Roberts' Rules of Order
Revised.
Section 8. Voting
Voting at all meetings shall be by show of hands
or voice vote, at the option of the President, except that if
one-third of the members
present request it, secret ballots shall be used.
Section 9. Mail Ballots
If any issue requires
a vote of the full membership, the President-Elect shall prepare
and mail ballots and the Nominating Committee, serving
as the Tellers Committee, shall be appointed to tabulate the
returns. Any ballot not returned shall be considered void.
ARTICLE IX.
ELECTIONS
Section 1. Administrative Year
The administrative
year shall be August 1 through July 31.
Section 2. Nominating Committee
The Nominating
Committee shall be appointed not less than five months prior to
the annual meeting, and shall report its slate four months
prior to the annual meeting.
Section 3. Additional Nominations
Additional
nominations may be made directly to the Board of Directors, but
must be received in writing with permission of the nominee
by the meeting two months prior to the annual meeting. The additional
nominations must be accompanied by the endorsement of at least
ten voting members.
Section 4. Balloting
The President-Elect shall
prepare ballots showing the names of all nominees for each office,
making no distinction as to the source
of the nomination, and containing provisions for write-in nominations.
The President-Elect shall mail a ballot to each voting member,
no less than, 30 days before the annual meeting, with an official
return envelope.
Section 5. Tabulation
The Nominating Committee
serving as the Tellers Committee shall be responsible for tabulating
the returns and report the results at
the annual meeting.
ARTICLE X.
AMENDMENT AND REVISION
Any proposed amendment or revision to the Bylaws shall first be
submitted to the Board of Directors for approval. If approved by
the Board of Directors, the proposed amendment or revision shall
be mailed to the voting membership for the purpose of adopting the
amendment or revision. An amendment or revision can only be adopted
by an affirmative vote of a majority of those ballots submitted by
mail and recorded by the Nominating Committee as provided herein.
The Board of Directors is empowered to establish the detailed procedure
to be followed for amendments or revisions in accordance with the
provisions of the Bylaws. The voting membership shall have the right
of petition to have a proposed Bylaws amendment go to the voting
membership for its vote if ten percent of the voting membership signs
a petition requesting same, and submits said petition to the President.
ARTICLE XI.
EFFECTIVE DATE
The effective date of the Bylaws shall be February
10, 1973.
Revised March 6, 1974
Revised December 8, 1975
Revised January 1, 1976
Revised May 8, 1978
Revised August 7, 1981
Revised August 5, 1982
Revised August 3, 1983
Revised August 3, 1984
Revised August 1, 1985
Revised September 21, 1987
Revised October 12, 1989
Revised August 2, 1990
Revised January 27, 1992
Revised October 7, 1993
Revised March 1, 1994
Revised August 4, 1994
Revised July 29, 1999
Revised June 4, 2002
Revised September 30, 2004
Revised June 21, 2006
