CPSWQ, Inc. Bylaws

IMPORTANT!
The current version of the Bylaws is the one available on the CPSWQ, Inc. web site (www.cpswq.org). If there is a difference between the printed version and the online version, use the online version.

Article I - Offices

Section 1. Principal Office

The principal office of Certified Professional in Storm Water Quality, Inc. (which shall be referred to in these By-Laws sometimes as "the Corporation" and sometimes as "CPSWQ") shall be located at 49 State Street, Marion, North Carolina 28752 in the United States of America.

Section 2. Registered Office

The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. Notice of any change in the registered office shall be filed with the Secretary of State of North Carolina.

Section 3. Other Offices

The corporation may have offices at such other places, either within or without the State of North Carolina, as the CPSWQ Council may from time to time determine, or as the affairs of the Corporation may require.

Article II - Purpose and Mission

Section 1. Purpose

The general purpose for which CPSWQ is organized is to certify qualified individuals as being a "Certified Professional in Storm Water Quality" and to promote the common business interest of such persons. An individual so designated must demonstrate prior to certification, through education, experience and examination, satisfactory knowledge of effective and economical methods of minimizing the effects of storm water quality and quantity. The requirements, standards and procedures for the examination, issuance of certification and removal of certification shall be established and administered by the Council of CPSWQ in accordance with these By-Laws.

Section 2. Mission

The public demands evidence of professional competence from persons whose activities affect the physical and economical well being of people throughout the world. Such professionals increasingly must be able to show evidence of their qualifications. CPSWQ issues certification to individuals based upon thorough examination and review of such person's educational, scientific and service knowledge, training, experience and activities in both the public and private sector. CPSWQ has developed standards and procedures for certifying persons who are qualified to practice in the fields of storm water quality and seeks to promote the common business interests of persons who are so certified.

Applicants who demonstrate and establish minimal level of competence through the application review process and an examination process are eligible to be certified as professionals in storm water quality by CPSWQ. The certification process is based upon scholarly preparation, knowledge and experience of the applicant.

Article III - Registration, Fees and Meetings

Section 1. Registrants

A person who (1) successfully completes the requirements for certification established by CPSWQ, (2) remains current in his or her requirements for Professional Development Units (PDUs), (3) remains current in paying all fees associated with such certification and renewal, and (4) subscribes and adheres to the purposes, policies and code of conduct and ethics of CPSWQ shall receive certification as being a “Certified Professional in Storm Water Quality” and shall be listed by CPSWQ as a Registrant in good standing. Registrants in good standing shall be treated as the members of this nonprofit corporation and shall be entitled to have voting privileges in connection with CPSWQ activities that are brought before the Registrants.

Section 2. Fees

The CPSWQ Council shall establish fees for applicants seeking certification by CPSWQ and a schedule of annual renewal fees of Registrants who have previously been certified. Certification of a Registrant shall be suspended if required fees are not paid per the Certification Procedures and Standards, Article II, Section 3.

Section 3. Meetings

At the Annual Meeting, the Registrants in good standing who are in attendance shall have the right to vote on matters brought to the registry.

Article IV - CPESC Council

Section 1. General Powers

The business and affairs of CPSWQ shall be managed by the CPSWQ Council, who shall function as a board of directors for this nonprofit corporation. The Council Executive Committees shall have authority to make operational, management and policy decisions on behalf of the Council between meetings of the Council in accordance with these Bylaws.

Section 2. Members and Terms

The CPSWQ Council shall consist of not less than three (3) nor more than fifteen (15) members. The number of members of the Council shall be determined by the Council from time to time.
The term of office for members of the Council shall be three years. Members of the Council may serve no more than two consecutive terms but may be re-elected after an absence of at least one year thereafter. (also, see Article IV, Section 3)
The immediate past Chair of the CPSWQ Council whose membership on the Council otherwise would have come to an end shall be a member of the Council until such time as a there is a new immediate past Chair.

Section 3. Election of Regional Council Members

The Registrants in each CPSWQ Region shall, through procedures established by the Council, elect one Registrant in good standing every three years to membership on the CPSWQ Council, to serve for a term of three years. The boundaries of CPSWQ Regions shall be established by the Council so as to align political, social or geographic groups of Registrants with similar interests that will help to advance the purposes and goals of CPSWQ. The boundaries of the Regions may be adjusted from time to time in the discretion of the Council.

Section 4. Vacancies

A vacancy occurring on the Council may be filled by a majority of the remaining Council members, and the Council member so elected shall serve the unexpired term of the Council member replaced thereby.

Section 5. Removal

Council members may be removed from office with or without cause by a vote of a majority of the Council members. In the event any Council member is so removed, a replacement Council member to serve the remainder of the term may be elected at the same meeting. If the Council member removed was elected by a CPSWQ Region, the replacement member shall be from the same Region.

Section 6. Chair

There shall be a Chair of the Council who shall be elected by the Council members from their number at every other Annual Meeting (in odd numbered years) of the Council. The term of office of the Chair of the Council shall be two years. The Chair is not eligible for re-election until the individual has been out of the Chair's position for one year. The Chair shall preside at all meetings of the Council thereafter and perform such other duties as may be directed by the Council.

Section 7. Special Meetings

Special meetings of the Council may be called by or at the request of the Chair, at the request of any two Council members, or at the request of one Council member and the Executive Director of EnviroCert International, Inc, who shall also be the Executive Director of this Corporation. Such meetings may be held either within or without the State of North Carolina.

Section 8. Notice of Meetings

All meetings shall be held with advance notice of at least seven (7) days, such notice to be provided by any usual means of communication, which may include mail, fax or e-mail. Such notice need not specify the purpose for which the meeting is being called.
Attendance by a Council Member at a meeting shall constitute a waiver of any deficiency in the notice of such meeting, except where a Council Member attends a meeting for the express purpose of objecting to the transaction of any business therein transacted, but only if the Council Member does not further participate in any additional discussion or action in connection therewith.

Section 9. Informal Action by Council

Action taken by a majority of the Council without a meeting is nevertheless Council action if written consent to the action in question is signed by all the Council members and filed with the minutes of the proceedings of the Council, whether done before or after the action so taken.

Section 10. Quorum

A majority of the Council Members shall constitute a quorum for the transaction of business.

Section 11. Voting

Whenever a quorum is present at the time a vote is taken, the affirmative of the majority of Council Members present shall be the act of the Council. A Council Member who is present at a meeting when action is taken is deemed to have assented to the action unless the Council Member objects at the beginning of the meeting as provided herein, unless such Council Member's descent or abstention is entered in the minutes.

Section 12. Meeting by Telephone Conference Call

A special meeting of the Council may take place by means of telephone conference call, provided all notice requirements are satisfied and provided all Council members participating can hear each other simultaneously during the course of the meeting.

Section 13. Ex-Officio Members

The following persons shall be ex-0fficio members of the CPSWQ Council and shall thereby be allowed to attend and speak at meetings of the Council but shall not have a vote on matters brought before the Council: Past Chairs of the Council who are no longer in the category of being the immediate past Chair of the Council, and the Executive Director of EnviroCert International, Inc., who shall be the Executive Director of CPSWQ, Inc.

Section 14. Rules of Order

The rules contained in the most recent edition of Robert's Rules of Order, Revised, shall govern all meetings of the Board of Directors unless there is a specific provision provided to the contrary within these By-Laws.

Section 15. Compensation

Because this is a 501(c)(6) non-profit corporation, no Council members may be compensated for their services, although they may be reimbursed for travel expenses in connection with attending meetings of the Council or other meetings for official corporation matters. The basis for and amounts of reimbursement shall be developed by the Council and shall be recorded in the Financial Policies and Procedures Handbook of EnviroCert International, Inc., the central organization for this Corporation and for the other subordinate affiliated non-profit corporations.

Article V - Committees

Section 1. Generally

The Council may create such committees as are necessary from time to time to assist the Council.

Section 2. Executive Committee

An executive committee of the Council shall be a standing committee. Membership of the Council Executive Committee shall consist of the current Chair of the CPSWQ Council, the immediate past Chair, the Technical Vice-Chair, the Administrative Vice-Chair and the Financial Vice-Chair. The Executive Director of CPSWQ, Inc. (the same person as the EnviroCert International, Inc.) shall be an ex-officio member of the Executive Committee. The Council Executive Committee shall have the full and complete authority to make operational, policy and management decisions in connection with the management of the business and affairs of CPSWQ during intervals between meetings of the CPSWQ Council.

Section 3. Minutes

Each Committee shall keep a written record of minutes of each meeting. The minutes shall be distributed to all members of the Council within 30 days after the conclusion of each meeting.

Section 4. Ethics Committee

The Ethics Committee of the CPSWQ Council shall be a standing committee. There shall be three persons on this committee, one of whom shall be the Administrative Vice-Chair of CPSWQ who shall serve as the Chair of the Ethics Committee. Two other members of the CPSWQ Council shall be appointed by the Council Chair to fill the two additional slots on the Ethics Committee. The term of membership on the Ethics Committee shall be two years. The Ethics Committee shall periodically review the CPSWQ Code of Conduct and Ethics, receive and act upon requests for investigations of violations by Registrants of the CPSWQ Code of Conduct and Ethics and shall establish and follow a formal review process for Registrants who are alleged to have violated the CPSWQ Code of Conduct and Ethics.

Section 5. Application Review Committee

The Application Review Committee shall be a standing committee whose function is to implement a formal review process for individuals who have made application to CPSWQ to become a certified professional and Registrant. The Application Review Committee shall consist of three persons, the Administrative Vice Chair (who shall serve as the Chair) and two additional members of the CPSWQ Council to be appointed by the Chair.

Section 6. Peer Review Committee

The Peer Review Committee shall be a standing committee of the CPSWQ Council. The Technical Vice-Chair of the CPSWQ Council shall be one of the members and shall also serve as Chair of this committee. The Chair of the CPSWQ Executive Committee shall appoint two additional members of the CPSWQ Council to be the other two members of the Peer Review Committee. This Committee shall review the CPSWQ examination content, as well as the content of training courses, tutorials, instructor credentials and content of other courses approved by CPSWQ for Professional Development Units. All decisions in regard to the hiring and terminating of instructors shall be made by the Peer Review Committee.

Section 7. Government Relations Committee

The Government Relations Committee shall be a standing committee of the CPSWQ Council. The membership of the Government Relations Committee shall be as determined by the CPSWQ Council. The Chair of the Government Relations Committee shall be appointed by the Chair of the Council Executive Committee. This committee shall have the responsibility to assist CPSWQ by monitoring relevant legislation and regulations being considered by various governmental entities, recommending to the CPSWQ Council appropriate positions on proposed legislation and regulations, providing expert testimony to various levels of government on issues appropriate to CPSWQ and its Registrants, working with and providing assistance to various units of government to keep them informed and education as to issues important to CPSWQ, its Registrants, and the general public.

Article VI - Officers

Section 1. Officers

The officers of CPSWQ shall consist of Council Chair (who also shall be Chair of the Council Executive Committee), immediate past Chair, Technical Vice-Chair, Administrative Vice-Chair and Financial Vice-Chair. No officer shall hold more than one office at a time. All officers serve a 2 year term and may not be reelected without having been out of the office for at least 1 year.

Section 2. Election and Term

Officers shall be elected by the Council at the first meeting of the Council in each calendar year. All officers must be a a Registrant in good standing. The term of office for all officers shall be for two years. Newly elected Officers shall take office on April 1st following election and serve for two years (the fiscal year of the corporation). Officers shall be elected on a rotating basis. The Chair and Administrative Vice Chair shall be elected in odd numbered years. The Financial Vice Chair and Technical Vice Chair shall be elected in even numbered years.

Section 3. Vacancy

Any vacancy occurring shall be filled by the Council at a special meeting duly called for such purpose or at the annual meeting. Replacement officers shall serve for the remainder of the term for which they are chosen.

Section 4. Chair of the Council

The Chair of the CPSWQ Council shall also be the Chair of the CPSWQ Executive Committee, and this person shall be the Chief Executive Office of CPSWQ. Subject to the control of the Council Executive Committee, the Chair shall supervise and control the management of CPSWQ in accordance with these By-Laws, and in conjunction with the EnviroCert International, Inc. Executive Director.

Section 5. Administrative Vice-Chair

The Administrative Vice-Chair shall oversee the Administration of CPSWQ and shall work closely with the Executive Director of EnviroCert International, especially in matters dealing with Ethics Committee, Marketing Committee and shall provide liaison with other supporting organizations in furtherance of CPSWQ and its Registrants. The Administrative Vice-Chair shall perform the functions of a Secretary to the Council and shall keep accurate records of the acts and proceedings of all meetings of the Council and of the Council Executive Committee and shall issue all notices required by law and by these By-Laws.

Section 6. Financial Vice-Chair

The Financial Vice Chair shall function as the Treasurer of CPSWQ and shall also have general charge of maintaining the corporate books and records and all funds, financial investments and securities of CPSWQ. The Financial Vice-Chair and/or the Executive Director of CPSWQ, Inc. shall be designated by the Council Executive Committee as the person upon whose signature or authority funds may be disbursed or transferred. The Financial Vice-Chair further shall supervise and have authority to prepare a budget, audits and to provide appropriate accounting for expenses, dues, taxes, compensation for employees, fee structures and all matters regarding the finances of CPSWQ.

Section 7. Technical Vice-Chair

The Technical Vice-Chair shall oversee the technical activities of CPSWQ, including without limitation the the educational activities, training courses, tutorials, content of examinations, credentials for instructors, and information regarding courses, and Professional Development Units.

Section 8. Past Chair

The Past Chair shall exercise the powers of the Chair during absence or inability to act by the Chair. Within one year of assuming the position of Past Chair, such person shall prepare and present to the Council a report providing historical perspective for CPSWQ of all activities during such person's tenure as Chair. The report shall also include without limitation information regarding policies, procedures, By-Laws, organizational structure and legislative and regulatory languages and other significant events. The report further shall contain any suggested recommendations for any changes in any of the matters involving CPSWQ that could favorably impact upon CPSWQ and its Registrants.

Section 9. Director of Government Relations

The Council Executive Committee Chair shall appoint a Director of Government Relations, who shall not be an officer but who shall be an ex-officio member of the CPSWQ Council. This person shall serve at the discretion of the Council Executive Committee. The responsibilities of the Director of Government Relations shall include without limitation: (a) advising the Council of proposed legislation at various levels of government that is moving through the legislative process and committee process on issues that could impact CPSWQ and its Registrants, (b) recommending to the Council suggestions regarding comments or testimony on any such proposed legislation, (c) working with legislative staff members on various levels of government on issues of interest to CPSWQ, especially with staff members of U.S. Congressional Committees, (d) communicating with members and staff members of the U.S. Congress in regard to issues of interest to the CPSWQ, with approval of the CPSWQ Council, (e) providing relevant information regarding programs, policies, regulatory issues, budget issues and other relevant issues to the CPSWQ Council, (f) delivering testimony to U.S. Congressional committees or state legislative committees as a CPSWQ witness when invited to do so, but only with the approval of the CPSWQ Council, (g) corresponding with members of United States Congress and United States Senate regarding positions and issues relevant to CPSWQ, (h) working with the United States Department of Agriculture and other federal agencies on natural resources and conservation issues and other matters dealing with issues of interest to CPSWQ, (i) communicating with U.S. Cabinet agencies and representatives in regard to issues of interest to CPSWQ and it Registrants, especially in regard to rules and regulations on erosion , sediment and storm water issues, (j) reporting to the Council and Registrants on issues of interest to the profession, (k) recommending appropriate positions on various issues of interest to CPSWQ for consideration by the Council, (l) attending meetings of the CPSWQ Council and providing information, within the limits of available travel budgets, and (m) performing other related functions as appropriate and agreed to and assigned by the CPSWQ Council.

Section 10. Removal

Any officer may be removed by the CPSWQ Council or Council Executive Committee with or without cause by a majority vote of the members present when there is also a quorum present.

Section 11. Resignation

An officer may resign at any time by communicating such resignation in writing to the CPSWQ Council. A resignation shall be effective when it is communicated unless the notice specifies a later effective date.

Section 12. Vacancies

Vacancies in any officer positions shall be filled by the CPSWQ Council Executive Committee.

Section 13. Compensation

Because this is a non-profit corporation, no Officers may be compensated for their services rendered in their capacities as officers of CPSWQ. However, officers may be reimbursed for their travel expenses incurred in connection with their attending meetings they are required to attend for official corporation matters or meetings that would be expedient for the interests of CPSWQ for them to attend.

Article VII - Administrative Matters

Section 1. Generally

Staff support for the CPSWQ Program shall be provided by EnviroCert International, Inc.

Section 2. Executive Director

The Board of Directors for EnviroCert International, Inc. (the central organization over this and the other subordinate affiliated non-profit corporations referred to herein) shall hire a person to serve as the Executive Director of EnviroCert International, Inc. who shall also be the Executive Director of CPSWQ, Inc. The Executive Director shall be the Chief Administrative Officer of CPSWQ, inc. and shall work to coordinate and manage the affairs of CPSWQ, Inc. The Executive Director shall further participate in the formulation of the mission, goals, business, objectives and policies of the Council. They shall organize, coordinate, control and direct the staff, programs and activities of the Council.

Section 3. Staffing

The Executive Director shall establish the organizational structure for the headquarters office for CPSWQ and for all related staffing needs. They shall recommend to the Council Executive Committee the creation of any new staff positions and shall hire such persons as needed to fill authorized positions. They shall administer an effective personnel program which includes position descriptions, performance standards, performance appraisals, compensation system, professional development criteria, and dismissal actions in keeping with appropriate legal and statutory requirements. The Executive Director shall establish administrative policies and procedures for functions of the CPSWQ headquarters.

Section 4. Property and Equipment

The Executive Director shall have responsibility over all property and equipment that is purchased, donated or otherwise acquired by CPSWQ.

Article VIII - Contracts, Loans, Checks, Deposits

Section 1. Contracts

The Council may direct that the Executive Director enter into any contract or execute and deliver any instruments on behalf of the Corporation, and such authority may be general or confined to specific instance.

Section 2. Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts

All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Council.

Section 4. Deposits

All funds of the corporation not otherwise utilized shall be deposited from time to time to the credit of the Corporation in such depositories as the Council of CPSWQ, Inc. shall direct.

Article IX - General Provisions

Section 1. Seal

The corporate seal of the Corporation shall consist of such seal as is impressed on the margin hereof.

Section 2. Fiscal Year

Unless otherwise ordered by the Council, the fiscal year of the corporation shall be from April 1 through March 31 of the following year.

Section 3. Amendments

These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Council then holding office at any regular or special meeting of the Council, provided advance notice as to the repeal or amendments must be given to the Council at least ten (10) days before the meeting where such issues are to be decided.

Section 4. Gifts and Donations

Any gift or donation to the Corporation shall be subject to the approval and acceptance by the Council.

Article X - Section 501(c)(6) Corporation

This corporation is organized for non-profit purposes, as an association of persons having a common business interest and desiring to promote such interest, under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its Directors, trustees, officers, members, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and as permitted by section 501(c)(6) of the Internal Revenue Code.
The activities of this Corporation shall be directed to the improvement of the business conditions applicable to the purposes of this Corporation set forth in the Articles hereof and in these By-laws. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to such organization or organizations that are organized and operated for non-profit purposes as closely aligned as possible to the purposes and objectives of this Corporation which shall at the time qualify as an exempt organization or organizations organized and operated under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XI - Indemnification

Any person who at any time serves or has served as a director of the Corporation shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) expenses, including reasonable attorneys' fees, actually and necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and whether or not brought by or on behalf of the Corporation, arising out of his or her status as such director, or his or her status as an officer, employee or agent of the Corporation, or his or her service, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, or his or her activities in any of the foregoing capacities, and (b) any liability incurred by him, including without limitation, satisfaction of any judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty or settlement, for which They or she may have become liable in connection with any such action, suit or proceeding.
The Council members of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this Bylaw, including without limitation, to the extent necessary, (a) making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her and (b) giving notice to and obtaining approval by the shareholders of the Corporation.
Expenses incurred by a director in defending an action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director to pay such amount unless it shall ultimately be determined that They or she is entitled to be indemnified by the Corporation against such expenses.
Any person who at any time after the adoption of this Bylaw serves or has served as a director of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein, and any modification or repeal of these provisions for indemnification shall be prospective only and shall not affect any rights or obligations existing at the time of such modification or repeal. Such right shall inure to the benefit of the legal representatives of any such person, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Bylaw, and shall not be limited by the provisions for indemnification in Section 55A-8-51 through 55A-8-56 of the North Carolina Nonprofit Corporation Act or any successor statutory provisions. Any person who is entitled to indemnification by the Corporation hereunder shall also be entitled to reimbursement of reasonable costs, expenses and attorneys fees incurred in obtaining such indemnification.

Certification

Dated the 18th of February, 2011

Original signed by Jennifer Hildebrand

Administrative Vice Chair

Certified Professional in Storm Water Quality, Inc.