AMERICAN SOCIETY OF CIVIL ENGINEERS COASTS, OCEANS, PORTS, AND RIVERS INSTITUTE BYLAWS
ARTICLE I. NAME
The name of this Institute shall be The Coasts, Oceans, Ports, and Rivers Institute (hereinafter referred to as the Institute) of the American Society of Civil Engineers (hereinafter referred to as the Society).
ARTICLE II. VISION
The Institute will serve as a multidisciplinary and international leader in improving knowledge, education, development, and the practice of civil engineering and other disciplines in the coastal, ocean, port, waterways, riverine, and wetlands environment for the benefit of society in the United States and other countries.
ARTICLE III. MISSION
The Institute will advance and disseminate scientific and engineering knowledge to our diverse members engaged in the development and protection of coasts, oceans, ports, waterways, rivers, and wetlands. The Institute will also foster communication and cooperation among domestic and international members of government, industry, and education.
ARTICLE IV. GENERAL ORGANIZATION
The Institute is organized within the Society. All policies and activities of the Institute shall be consistent with and subject to:
The Governing Board may define, establish and discharge organizational elements such as standing committees, student chapters, local chapters, and task committees as necessary or desirable to conduct the affairs of the Institute.
- the Society Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure and Code of Ethics;
- applicable federal, state, and local antitrust, trade regulation, and other laws, regulations and legal requirements;
- all requirements to maintain the status of the Society as a not-for-profit organization exempt from Federal income tax under sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1954, as amended, (hereinafter referred to as the Code) qualifying at all times as an organization to which tax deductible contributions may be made pursuant to applicable sections of the Code;
- all requirements imposed by relevant jurisdiction for maintenance by the Society of any license, permit, or authority it may hold to conduct activities and do business as a foreign not-for-profit corporation within that jurisdiction; and
- such other policies and procedures as are authorized under these documents.
ARTICLE V. MEMBERSHIP
1. Membership Categories.
Membership in the Institute shall be open to any Society member in good standing as well as to all other persons and organizations interested in advancing the vision and mission of the Institute.
2. Member Participation
- Member - individuals who are engaged in the development of policies and programs related to coasts, oceans, ports, waterways, rivers, or wetlands, including the planning, design, construction, operation, management and regulation of associated engineered works who submit a properly completed application to the Institute.
- Student Member - full-time students interested in the coastal, oceans, ports, waterways, rivers, or wetlands resources fields of professional practices who submit a properly completed application to the Institute.
- Honorary Member - an individual with exemplary service to the Institute and the profession, as recognized by the Governing Board.
- Fellow Member - There shall be no direct admission to the Institute in this grade. Admission shall be only by advancement from the grade of Member. To be eligible for advancement to the grade of Fellow, a Member shall:
- A. be a legally register engineer or land surveyor in the country in which the Member resides (if such registration is available); and
- B. hold active Member grade in the Institute for not less than ten cumulative years or have attained Life Membership in the Institute; and
- C. be nominated by
- i. the assigned Technical or Administrative Committee, accompanied by the signature of Chairman of the Committee; or
- ii. a voting Member of the Institute, accompanied by the signed recommendations of five voting Members of the Institute if the candidate is not assigned to a Technical or Administrative Committee; and
- D. Demonstrate notable achievement in responsible charge of engineering work and professional attainment, and exhibit distinction in upholding the Fundamental Principles and Canons of the Institute Code of Ethics, through tangible evidence as verified by the Membership Committee of the Institute.
- Organizational Member - associations, government agencies, or corporations engaged in the planning, design, construction, material supply, professional, technical, or educational aspects of the coastal, oceans, ports, waterways, rivers, or wetlands resources industries. Organizational Membership does not imply that all members of the organization are members of the Institute.
The Organizational Member category includes the following:
Association Member: A professional, technical, or educational society or similar entity organization.
Organizational Members shall appoint a single individual to represent the organization in Institute activities. The Organizational Member's appointee shall be called a "Representative".
Government Member: A federal, state, local or international government agency.
Corporate Member: For-profit organizations, including public utilities, whether incorporated or not.
Members in good standing may be appointed to and participate on Institute committees; may vote on all Institute procedural issues and elections put forth for the general membership. A member whose dues and other charges are not in arrears shall be considered in good standing.
Representatives in good standing may participate in Institute activities, except for service on the Board of Governors. A Representative may be a voting member of an Institute committee, but may not serve as committee chair unless the individual is also a member. A Representative may not vote on Institute procedural issues or elections, unless the Representative is also a member. A Representative of an Organizational Member in compliance with the Agreement signed between the Institute, the Society and the organization shall be considered in good standing.
3. Non-Member Participation
At the discretion of the Governing Board, non-members of the Institute may serve on Institute Technical and Standards Committees as voting members should such committees be formed.
Any member or representative may be expelled from the Institute for conduct in violation of the Institute Bylaws, Institute rules and regulations or the Society Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure or Code of Ethics, as applicable, or for conduct which in the sole opinion of the Governing Board is improper and prejudicial to the best interest of the Society or the Institute. A decision-to-expel shall be preceded by a fair hearing at a meeting of the Governing Board; such meeting to be held in Executive Session if so requested by the member or representative under consideration for expulsion.
Separation from membership in the Institute and disciplinary proceedings shall follow the procedures outlined in the Society Bylaws. Decisions of the Governing Board shall not be open to appeal except in cases involving recommendation by the Governing Board to expel a Society member from the Institute, in which case an appeal may be made to the Society Board of Direction, whose decision is final.
Cases involving Society members accused of violating the Society Code of Ethics shall be referred to the Society Committee on Professional Conduct.
ARTICLE VI. DUES
Membership dues shall be established by the Governing Board. Dues shall be payable annually in advance of January 1. A person or organization elected to membership in the Institute after June 30 in any calendar year shall pay one-half of the annual dues for that calendar year. The annual dues payable by the Institute membership shall be as follows, Effective October 1, 2000:
Individual Non-Society Member: $85
Individual Society Member: Included in Society dues($20 If additional Institute)
Organizational Member: In accordance with Agreements(s) signed between COPRI and the organization(s).
ARTICLE VII. COMPOSITION, ELECTION, AND APPOINTMENT OF THE GOVERNING BOARD
1. Governing Board Composition
The affairs, activities, and concerns of the Institute shall be under the direction of the Governing Board.
The Governing Board shall have five (5) voting members who represent the technical committees in accordance with the following:
- one (1) Governing Board member elected by and representing the Coasts (the Coastal Engineering Research Council, the Coastal Engineering Practice Committee, the Rubble Mound Structures Committee, and the Coastal Zone Management Committee);
- one (1) Governing Board member elected by and representing the Oceans (the Ocean and Offshore Engineering Committee and its Subcommittees.;
- one (1) Governing Board member elected by and representing the Ports (the Ports and Harbors Committee);
- one (1) Governing Board member elected by and representing the Rivers (the Waterways Committee and the Wetlands and Rivers Restoration Committee; and
- one (1) Governing Board member appointed by the Society Board of Direction.
The Governing Board shall manage the affairs of the Institute in accordance with the laws under which the Institute is organized. The Governing Board has fiduciary, legal and strategic planning responsibilities. The Governing Board shall focus on strategic planning and policy guidance to ensure the Institute works toward fulfilling its vision and its mission.
All Governing Board members must be members in good standing of both the Institute and the Society however, Student Members of the Society shall not have the right to serve on the Governing Board. A Governing Board member who ceases to be in good standing while in office shall be removed.
4. Terms of Office
The terms of office of the elected Governing Board members shall be four (4) years and shall not be renewed. The Governing Board member terms shall be staggered so that one Governing Board member's term expires at the end of each fiscal year and that outgoing member is replaced with a new member from the same technical group. All Governing Board Member terms begin at the start of the fiscal year.
The term of office of the Governing Board member appointed by the Society Board of Direction shall be one (1) year. However, the Governing Board member appointed by the Society Board of Direction may be re-appointed to successive one-year terms, not to exceed three years.
5. Designation of Officers
The four Governing Board members representing the technical committees shall serve on the Governing Board in accordance with the following order of succession: first year as a Non-Officer Member of the Governing Board; second year serving as Vice-President; third year serving as President; and fourth year serving as Past-President.
The Governing Board member appointed by the Society Board of Direction shall not serve as President, Vice-President, Secretary, or Treasurer.
The term of any Governing Board member shall commence after the term of the Governing Board member's predecessor expires, except in cases where a Governing Board member is appointed to fill a vacancy.
6. Filling a Vacancy on the Governing Board
Whenever a vacancy occurs on the Governing Board for any reason other than by the normal completion of a Governing Board member's term of office, the vacancy shall be filled without undue delay by the same process and representing the same constituency as used to originally fill the position.
If elected to fill a vacancy with a non-expired term, the replacement shall be governed by the same term expiration as the previous occupant. The replacement shall start in the position of Non-Officer Member. Governing Board members serving at the time of a vacancy shall move ahead in the rotation of officers, in order, as necessary to fill the vacant position.
Whenever a vacancy occurs in the position of the Governing Board member appointed by the Society Board of Direction, it shall be filled for the remainder of the term without undue delay by a direct appointment of the Society Board of Direction.
Individual members of the Governing Board shall not receive any salary or other compensation for their services as Governing Board members, but they shall be entitled to reimbursement of reasonable expenses, if any, incurred by them as Governing Board members, under procedures established by the Governing Board.
8. Rules, Policies, and Procedures
The Governing Board may establish such rules, policies, and procedures as are consistent with these Bylaws for the purpose of fulfilling the mission and programs of the Institute.
Any Governing Board officer or member representing the technical committees may be removed from the Governing Board for cause by a two-thirds vote of the Governing Board. The appointed Governing Board member may be removed from the Governing Board for cause by a two-thirds vote of the Governing Board and the concurrence of the ASCE Board of Direction.
Any Governing Board member who does not attend two consecutive meetings of the Governing Board will be automatically removed from the Governing Board as of the conclusion of such second meeting, unless retained by the majority vote of the Governing Board before the conclusion of such second meeting.
ARTICLE VIII. OFFICERS
The officers shall be the President, Vice-President, Past-President, Secretary, Treasurer, and Assistant Secretary/Assistant Treasurer. The Secretary, Treasurer, and Assistant Secretary/Assistant Treasurer are not members of the Governing Board.
3. Appointment of Secretary, Treasurer, and Assistant Secretary/Assistant Treasurer
- President - The President, on behalf of the Governing Board, shall prepare and distribute to the membership an Annual Report for the preceding fiscal year within ninety (90) days of the conclusion of the previous fiscal year.
The President shall preside at all meetings of the Governing Board and all general and special meetings of the members of the Institute. The President shall call special meetings of the Governing Board or of the members as may be deemed proper.
The President shall be empowered to nominate chairpersons and members to Administrative Committees as deemed necessary for the effective functioning of the Institute, subject to approval of the Governing Board.
The President or the appointed designee shall attend regular and special meetings of the Society Board of Direction, and report at such meetings on Institute affairs, if requested by the Society Board of Direction.
The President shall be a voting member of the Governing Board and shall be permitted to make and second motions.
- Vice-President - In the temporary absence or disability of the President, the Vice-permitted to make and second motions.
- Past-President - The Past-President shall chair the Planning and Coordinating Committee and the Membership Committee of the Institute.
- Secretary - The Secretary shall be responsible for all correspondence of the Governing Board. The Secretary, with the assistance of the Assistant Secretary/Assistant Treasurer, shall give notice of, attend and keep minutes of all meetings of the Governing Board, and shall perform other such duties as may from time to time be assigned by the Governing Board.
- Treasurer - The Treasurer, with the assistance of the Assistant Secretary/Assistant Treasurer, shall monitor the management of the financial affairs of the Institute and shall present an annual financial report within ninety (90) days of the close of the fiscal year.
- Assistant Secretary/Assistant Treasurer - The Assistant Secretary/Assistant Treasurer shall also use the title Executive Director. The Executive Director shall assist the Secretary to give notice of, and keep minutes of all meetings of the Governing Board, have custody of the minutes; attend all Governing Board meetings; prepare and distribute to the membership an annual status report, disclosing the financial position of the Institute and such other information as may be deemed appropriate by the President; shall monitor management of the financial affairs of the COPRI; shall prepare an annual financial report within ninety (90) days of the close of the fiscal year; and shall perform other related duties as may from time to time be assigned by the COPRI Governing Board.
The Executive Director will be responsible to the Governing Board and follow the Institute Bylaws and policies. The Executive Director is the Chief Operating Officer/general manager of the Institute, receives policy, program and budget direction from the Governing Board and is responsible for the day-to-day management of the Institute. The Executive Director will be employed by the Society and subject to Society employment rules. The Executive Director's annual review will be done by the Society Executive Director in conjunction with the Past President of the Governing Board.
The Executive Director shall appoint all Institute staff, independent contractors and other suppliers and, subject to direction by the Governing Board, Institute agents. In making such appointments, he/she shall comply with the human resources policies and procedures of the Society, which shall be applicable to and binding on the Institute.
4. Term of Secretary and Treasurer
- Secretary - The Secretary shall be appointed by the President of the Governing Board from the technical committees at-large and shall represent the technical committees. The Secretary shall not be included in the succession of officers.
- Treasurer - The Treasurer shall be appointed by the President of the Governing Board. The Treasurer shall not be included in the succession of officers.
- Assistant Secretary/Assistant Treasurer - The Assistant Secretary/Assistant Treasurer (Executive Director) is appointed by the Society Executive Director and can be removed with or without cause by the Society Executive Director after consultation with the Governing Board.
- Secretary - The Secretary shall serve one four-year term at the pleasure of the Institute President and shall not be renewed.
- Treasurer - The Treasurer shall serve one four-year term at the pleasure of the Institute President and shall not be renewed.
ARTICLE IX. MEETINGS
1. Scheduled Meetings of the Governing Board
The Governing Board must meet at least annually to conduct any business that might properly come before it. The place, date, and agenda items of this annual meeting shall be fixed by the President of the Governing Board. All Governing Board members shall be given at least thirty (30) days notice of meetings.
Additional scheduled meetings of the Governing Board may be held each year, at times and locations designated by the President. Notice and agenda items for additional meetings are as defined above.
2. Special Meetings of the Governing Board
Special meetings of the Governing Board may be called by the President at any time or by either the President or Executive Director upon the request of any three (3) Governing Board members. At such meetings, there shall be considered only such business as is specified in the meeting notice. At least fifteen (15) days advance notice of any such special meeting shall be given by the Executive Director to members of the Governing Board.
At all meetings of the Governing Board, a simple majority of the Governing Board shall be sufficient to constitute a quorum for the transaction of business, and the act of a simple majority of the Board of Governors present at any meeting at which there is a quorum shall be the act of the Governing Board, except as may be otherwise specifically provided by these Bylaws or other applicable instrument or law. If at any meeting there is less than a quorum present, the presiding officer shall adjourn the meeting to another time and place. Proxy voting is not permitted.
4. Special Conditions
Any action required to be taken at a meeting of the Governing Board, or any action that may be taken at a meeting of the Governing Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Governing Board members and be filed with the minutes of the meeting.
Members of the Governing Board may participate in any meeting of the Governing Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute attendance at the meeting.
The Executive Director or designee shall be present at all meetings of the Governing Board, except for Executive Sessions of the Governing Board, for which the Executive Director may or may not be present, as the Governing Board may direct.
6. Special Institute Meetings
Special meetings of Institute membership may be called by the Governing Board at any time.
The Governing Board shall call a special meeting of the Institute membership upon written request of not less than ten percent (10%) of the members, which request shall state the purpose of the meeting.
Notice of a special meeting shall be published not less than thirty (30) days prior to the meeting in an Institute, Society or third party publication that normally reaches the entire membership of the Institute or shall have been sent to the membership by other means.
ARTICLE X. FINANCE
1. Fiscal Year
The fiscal year of Institute shall be from October 1 through September 30.
All assets held by or for the Institute are vested in Society and shall be handled according to the Society's fiscal policies.
3. Fiscal Responsibility
The Governing Board, with due responsibility to the Society Board of Direction, shall oversee the funds and assets of the Institute and shall direct the Executive Director in their management. No Governing Board member, Institute officer, Institute member, or representative thereof shall have any authority, as such, to contract debts for, pledge the credit of, or in any way financially bind the Society.
4. Institute Budget
The Institute budget must be approved by the Governing Board.
The books and accounts of the Institute shall be kept by the Executive Director.
At the close of each fiscal year, the Executive Director shall provide a preliminary statement of the affairs of the Institute, including, but not limited to, a balance sheet and fiscal statement of operations for the preceding year, which shall be submitted to the Governing Board and to the Society Board of Direction within ninety (90) days from the close of the fiscal year.
The Institute may raise revenue by means other than dues from members and fees from publications, provided such means are consistent with Society policies and the maintenance of the Society's tax-exempt status. Any proposed acceptance of solicitations, grants, or donations which contain any restriction, shall first be submitted to and approved by the Society Executive Director. In the event the Institute's revenues exceed the Institute's expenses, the Institute shall create a general reserve fund for deposit of excess revenues, and the Institute shall control this general reserve fund and may use general reserve funds for programs and activities of the Institute.
The Executive Director shall procure annually an external financial review of the books and records of the Institute. Such audit may be performed in conjunction with the Society's annual audit. The books and records shall be made available to the Society Treasurer or designee on reasonable notice.
ARTICLE XI. COMMITTEES
1. Administrative Committees
2. Technical Committees
- Awards - Makes recommendations to the Governing Board for recipients of all Society awards administered by the Institute, in accordance with the rules for each. The awards administered by the Awards Committee include the International Coastal Engineering Award.
Membership - Directs membership campaigns to recruit new Institute members. Participates in section, branch, and student activities of the Society and the Institute for the purpose of advancing knowledge and membership in the Institute.
- Newsletter - Determines the nature and contents of the Institute newsletter and provides for its quarterly publication.
- Planning and Coordinating - Develops and updates the Institute's plans and rules to assist the Institute in fulfilling its vision and mission including the review, monitoring, and improvement of the standard reporting and procedural requirements linking the Technical and Administrative Committees with the Governing Board and the Society.
- Moffatt and Nichol Panel of Judges - Annually recommends an award recipient to the Governing Board.
- Journal - Administers the solicitation, review, and editing of papers in the fields of interest to the Institute in accordance with policies established by the Institute and the Society. The Journal Committee recommends awards for outstanding papers to the Awards Committee.
- Coastal Engineering Research Council - Provides for the advancement of engineering knowledge through the stimulation and guidance of research and through providing assistance and financing in the field of coastal engineering; organizes research projects; interprets the finding of such research; makes research information available; and makes recommendations resulting from such research; serves as liaison to the International Conference on Coastal Engineering.
All Institute committees coordinate their activities directly with other committees of the Institute and with other Society institute committees.
- Coastal Engineering Practice - Assures the proper application of science and technology for the design of coastal engineering works; promotes an international and integrated approach to coastal engineering methods; promotes the consideration of effects of projects on the coastal environment; raises the awareness of the benefits of coastal engineering to society; stimulates research relevant to the practice of coastal engineering; and provides opportunities for the continuing education of the profession.
- Coastal Zone Management - Advances the science and profession of civil engineering as it relates to the management of the coastal zone by studying and reporting on federal, state, and regional efforts to plan and regulate design, construction and maintenance activities in the coastal zone; assuring that coastal engineering expertise is considered in coastal zone management, programs and plans; fostering broader understanding of the civil engineer's role in coastal zone management; monitoring and reporting on regulatory procedures that affect the practice of engineering in the coastal zone; preparing manuals and papers, sponsoring lectures and seminars, and conducting research on the coastal zone management process; and coordinating civil engineering activities with the many social and scientific disciplines exercising authority in and possessing specialized knowledge of the coastal zone.
- Ocean and Offshore Engineering - Advances the science and profession of civil engineering as it relates to problems and studies in offshore ocean waters. This committee is particularly concerned with understanding the interrelationships among hydrodynamics, structural design, structural dynamics, and geotechnical engineering in the offshore ocean environment. The Committee coordinates with other Institute committees to study and report on the characteristics of waves (including measurement, analysis and the storage of these data) and wave climates and to stimulate the study of and the development of techniques for the design, construction and operation of civil engineering works subject to waves and wave forces.
- Oceans Subcommittee on Offshore Technology Conference Support - Provides support relative to the Institute's responsibility as the Society support unit for the Offshore Technology Conference, particularly the fulfillment of program requirements assigned to the Society and other support as may be requested by the Institute Governing Board.
The Society representative to the Offshore Technology Conference Steering Committee shall be nominated by this subcommittee for approval by the Society Executive Director.
- Ports and Harbors - Studies and disseminates information on the planning, design, construction, maintenance, operation, pollution control, and technical functioning of ports and harbors, including coordination with port and harbor agencies on the engineering aspects of meeting the needs of the locality and those of waterborne transportation, commercial (including fishing), and recreational interests of transportation interests; plans for expansion to meet future needs; the environmental implications of such expansion; and handling equipment and other port related facilities. The Committee also coordinates directly with the appropriate committees of the American Association of Port Authorities (AAPA) and the Permanent International Association of Navigational Congress (PIANC).
- Rubble Mound Structures - Studies and reports on methods and problems of planning, design, and construction of rubble mound structures used in marine waters. Techniques, materials, and methods for near-shore stone and concrete construction are specific areas of technical emphasis.
- Waterways - Investigates issues related to the use and control of natural and man-made waterways. The Committee studies and reports on methods and problems of planning, design, construction, maintenance, and operation of waterways, including dredging, stabilization, navigation, and flood control and regulation with consideration of their effects on the environment.
- Waterways Subcommittee for the Hans Albert Einstein Award - works in cooperation with the Environmental and Water Resources Institute to nominate and elect the recipient of this award.
- Wetlands and River Restoration - Studies and reports on techniques in navigable river restoration and wetlands engineering and construction. The Committee interacts with engineers, scientists, and other professionals involved in the research, policy, regulatory, legal, and educational aspects of the planning, design, construction, and operation of river/stream restoration and wetlands.
3. Tangible and Intangible Property
Committee chairs shall return a committee's tangible property and records, and all records relating to any intangible property and work product of the committee to the Institute when discharged, or when requested by the Governing Board. Such materials and any intangible property, including work products of the committee, belong to the Institute. All local chapters, student chapters, committees (including any subcommittees), and all special delegates and representatives unless otherwise directed by the Governing Board, shall be governed by this provision.
ARTICLE XII. ADMINISTRATION
1. Parliamentary Authority
All membership meetings of the Institute and meetings of its Governing Board shall be conducted according to Robert's Rules of Order, Newly Revised, in all cases to which these rules are applicable and in which such rules are not inconsistent with the Society and/or Institute Constitution, Bylaws, and Rules of Policy and Procedure.
2. Dissemination of Information
Electronic communication shall be encouraged to ease the exchange of ideas and methods among Institute members.
3. Relationship to the Society
Fees for services provided to the Institute by the Society shall be set by written agreement between the Institute and the Society.
The Society shall have the right of first refusal on the provision of services for the delivery of Institute products and services, unless otherwise agreed by the Executive Director of the Society. In the event that the Institute develops a product or service on its own, it must meet Society standards for quality.
All Property and Records of the Institute shall belong to the Society.
The Institute may issue its own statements of policy but must identify them as such. Any amplification, interpretation, or application of Society policies other than by the Society Board of Direction must be clearly identified as the views of the component so engaged and not of the Society. No action shall be taken by the Institute which may be deemed to express an attitude or action of the Society, but resolutions or recommendations may be addressed to the Society Board of Direction for consideration or approval and promulgation.
The Institute may conduct conferences and conventions by itself or acting in conjunction with other units of the Society or other affiliated organizations subject to the terms and conditions described in the Memorandum Of Understanding (MOU) then in place between the Society and the Institute.
4. Relationships with Other Organizations
The Institute may form relationships with other groups and may serve as the United States of America member society to various international organizations, as approved by the Institute. These relationships shall not be in conflict with Society policies.
Publications of the Institute shall be consistent with written agreements that exist between the Society and the Institute. The Society shall have the right of first refusal to act as the Publisher of such publications in accord with the terms and conditions of the MOU then in place between the COPRI and the Society.
The Institute may develop journals, magazines, Manuals of Practice, miscellaneous publications and Standards by itself or in conjunction with the Society or other organizations.
All members of the Institute shall be entitled to receive Institute publications at member rates and other Society distributed publications at the rates determined by the Society.
6. Electronic Media
The Institute may develop electronic information storage and communications media for any purpose consistent with the Institute's vision and mission including the storage and retrieval of operational data and publications.
The Society shall indemnify the Institute's Officers, Executive Director, members, employees, and agents, in their respective capacities as such, by providing each the same rights of indemnification are given by the Society to Society Officers, members, employees, and agents.
ARTICLE XIII. DISSOLUTION
At any duly constituted meeting of the Governing Board, by a two-thirds vote, the Institute Governing Board may vote to recommend dissolution of the Institute by the Society Board of Direction, provided that a written notice of this proposed action shall have been given at a previous meeting of the Governing Board, and provided further that the proposed dissolution shall have been published, together with an announcement soliciting member comments, in an Institute, Society, or third party publication that normally reaches the entire membership of the Institute, or shall have been sent to the membership by other means.
ARTICLE XIV. AMENDMENT
Except as otherwise stated herein, these Bylaws may be amended at a duly constituted meeting of the COPRI Governing Board by a two-thirds (2/3) majority of those present and voting, provided that a written notice of such proposed amendment shall have been given at a previous meeting of the COPRI Governing Board, and provided further that the proposed amendment shall have been published, together with an announcement soliciting member comments, in an Institute, Society, or third-party publication that normally reaches the entire membership of the Institute, or shall have been sent to the membership by other means.
No amendment to these Bylaws shall be effective until approved by the Society Board of Direction.