Bylaws


  1. Article I - Name
  2. Article II - Principal Office
  3. Article III - Objects
  4. Article IV - Powers
  5. Article V - Limitation Of Powers
  6. Article VI - Dissolution
  7. Article VII - Amendments
  8. Article VIII - Adoption

 

Chapter By-Laws

  1. Article I - Government
  2. Article II - Membership
  3. Article III - Meeting of Members
  4. Article IV - Dues and Finance
  5. Article V - Board of Governors
  6. Article VI - Officers
  7. Article VII - Nominations, Elections, Vacancies, and Removal
  8. Article VIII - Committees
  9. Article IX - Chapters Regional Committee
  10. Article X - Amendments
  11. Article XI - Adoption

Thename of the organization is the San Joaquin Chapter (herein "Chapter" of the American Society of Heating and Air-Conditioning Engineers, Inc. (herein "Society").

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The principal office of the Chapter is located in the City of Fresno, in the State of California.

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The objects of the Chapter are exclusively scientific and educational and include but are not limited to: (i) the advancement of the sciences of heating, refrigerating and air-conditioning engineering and related sciences; (ii) the continuing education of the members and other interested persons in said sciences, through lectures, demonstrations and publications, (iii) the rendition of career guidance and financial assistance to students of the sciences, and (iv) the encouragement of scientific research.

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The Chapter shall have the power to perform all lawful acts which may be deemed necessary or expedient for the proper and successful prosecution of the objects and purposes for which it is organized and operated, consistent with the Certificate of Consolidation, Bylaws and Rules of the Board of Directors of the Society and consistent with the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent Federal tax laws.

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5.1 The Chapter is not operated for the pecuniary profit of its members; no part of the income of the Chapter shall be payable to or shall otherwise be available for the personal benefit of any proprietor, employee or shareholder; no salary, emolument or compensation shall be paid to any member and no part of the activities of the Chapter shall consist of the performance of particular services for individual members.

5.2 The Chapter shall not have the authority to act for or in the name of the Society and notice to such effect shall be imprinted on the Chapter stationery; the Chapter shall not use the name of the Society except as that of its own name; The Chapter shall not use the emblem of the Society without the written approval of the Board of Directors of the Society; and the Chapter shall not incur any financial liability or contractual obligation in the name of the Society.

5.3 The Chapter shall not issue publications for distribution to persons other than members without the prior approval of the Board of Directors of the Society.

5.4 The Chapter shall not contribute to, affiliate with or hold membership in any society, association, council or other organization without the prior approval of the Board of Directors of the Society.

5.5 The Chapter shall not recommend, endorse or approve any project, service, publication, person or entity for the promotion of private interests.

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6.1 Upon the dissolution of the Chapter, any assets remaining thereafter shall be conveyed to the Society.

6.2 In the event that the Society is not then in existence or is not then exempt under Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended or under such successor provision of the Code as may be in effect as such time, the assets shall be conveyed to such organization then existent, dedicated to the perpetuation of objects similar to those of the Society and exempt.

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7.1 All articles of this Constitution shall be subject to alteration or repeal, consistent with the Certificate of Consolidation, Bylaws, Rules of the Board of Directors of the Society, and section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent Federal tax laws.

7.2 Amendments to this Constitution set forth in written directives of the Secretary of the Society may be adopted by a majority of the Board of Governors. Written copies of said amendments shall be sent by the Secretary to all members, or an officer of the Chapter shall read said amendments at the next succeeding meeting.

7.3 Amendments to this Constitution may also be initiated by written resolution of a majority of the Board of Governors or of not less than five (5) members in good standing with voting privileges, present at any meeting of the Chapter. If approved by a majority of the members present, the Secretary shall mail copies of the proposed amendments to all members not less than seven (7) days before the next succeeding meeting.If approved bytwo-thirds ­(2/3) vote at such meeting, the Secretary shall forward such amendments to the secretary of the Society for approval by the Chapter and Bylaws Committee of the Society and review by the Regional Chairman. Amendments shall become effective only upon receipt of written notice or approval by the Charter and Bylaws Committee of the Society.

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This Constitution shall be completed and adopted by a majority of the Board of Governors. Written copies of the Constitution shall be sent by the Secretary to all members and shall be sent, as amended, to such persons as shall, from time to time, become members of the Chapter.

Adopted by San Joaquin ChapterJune 26, 1981

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BY-LAWS OF THE SAN JOAQUIN CHAPTER OF THE AMERICAN SOCIETY OF HEATING, REFRIGERATING AND AIR-CONDITIONING ENGINEERS, INC.

APPROVED BY SOCIETY-SEPT. 1, 1986

 

1.1 Governing Instruments. The San Joaquin Chapter (herein "Chapter") of the American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc. (herein "Society") shall be governed by its Constitution and these Bylaws, to the extent not inconsistent with the Certificate of Consolidation, Bylaws and rules of the Board of Directors of the Society.

1.2 Interpretation. The Board of Governors shall resolve all questions of interpretation of the Constitution and these Bylaws.

1.3 Rules of Order. Except as otherwise provided in the Constitution or these Bylaws, the conduct of meetings of the members shall be governed by the rules of procedure set forth in "Robert's Rules of Order," as revised.

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2.1 Qualification. The membership of the Chapter shall consist of all members of the Society in good standing residing in the geographic area of the Chapter as prescribed by the Board of Directors of the Society.

2.2 Non-residents. Notwithstanding the foregoing, a member of the Society residing in the geographic area of a Chapter may elect to be a member of another Chapter. A member may elect to belong to more than one chapter.

2.3 Grade. Each member shall hold the same grade of membership in the Chapter as he holds in the Society.

2.4 Rights and Privileges. All Chapter members shall be entitled to the same rights and privileges except that (1) Affiliates, (2) Student Members and, (3) members who have not paid Chapter fees, dues, assessments or other charges within sixty (60) days of their due date shall not be entitled to voting privileges or to the right to election or appointment as an officer, governor or committee chairman of the Chapter. All rights and privileges of a member are vested solely in the member and may not be delegated or transferred, except as provided in ARTICLE III, Paragraph 3.7 thereof.

2.5 Suspension-. All rights and privileges of membership in the Chapter shall be suspended in the event that a member does not pay all Chapter fees, dues, assessments or other charges within six (6) months of their due date; such membership rights and privileges shall be restored upon full payment thereof. Delinquency in payment of Chapter dues or other Chapter charges will not affect a member's standing in the Society.

2.6 Termination. Membership in the Chapter shall terminate upon the death of any member, the removal of a member's principal place of residence to the geographic area of another Chapter except as provided in ARTICLE II, Paragraph 2.2 thereof, or the receipt of written notice by the member of termination of membership. In the event of such termination, neither the former member, nor his personal representatives, heirs or devisees shall have any right, title or interest in the Chapter or its assets.

2.7 Expulsion. A member may be expelled from the Society and the Chapter only upon the action taken by the Board of Directors of the Society. Such action may be initiated by the Board of Governors of the Chapter by the filing of written charges and supporting evidence with the Secretary of the Society.

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3.1 Regular Meeting. Meetings of the Chapter shall be held on at least a monthly basis from September through June, at such time and place as is prescribed by the Board of Governors.

3.2 Annual Meeting. The annual meeting of the Chapter for the installation of officers and the Board of Governors and the announcement of committee appointments shall be held in the month of June, at such time and place as is prescribed by the Board of Governors.

3.3 Special Meeting. Special meetings of the Chapter may be called by President at his discretion, or at the request of the Board of Governors or 15% of the members with voting rights.

3.4 Notice of Meetings. Timely written notice of all meetings shall be sent by the Secretary to all members setting forth the place, date and hour of the meeting and in the case of a special meeting, the purpose thereof.

3.5 Quorum. A quorum for the transaction of business at a meeting of the Chapter shall consist of 15% of the members, either present or by proxy, having voting rights except that no business may be transacted unless a majority of the Board of Governors is also in attendance.

3.6 Majority Vote. The vote of a majority of the members present, or by proxy, having voting rights shall be necessary for the adoption of any matter, except as otherwise provided in the Constitution or these Bylaws.

3.7 Proxies. A member may vote on any matter by a written proxy executed and dated by him. No proxy shall be valid after ninety (90) days from the date of its execution, unless otherwise provided in the proxy.

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4.1 Society Dues. The annual dues for membership in the Society, as prescribed from time to time by the Society, shall be paid to the Society.

4.2 Chapter Dues. The Board of Governors, in its discretion and subject to approval by a vote of members, may levy such dues, fees, charges or other assessments as are reasonable and necessary to meet the current operating expenses of the Chapter. The due dates of such payments shall be as prescribed by the Board of Governors.

4.3 Fiscal Year. The fiscal year of the Chapter shall end June 30th of each year.

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5.1 Duties. The property and affairs of the Chapter shall be managed by the Board of Governors. The Board of Governors may execute all business of the Chapter that does not require action by the full membership of the Chapter. The presiding officer shall report briefly on these actions to the members in attendance at the next Chapter meeting.

5.2 Composition. The Board of Governors of the Chapter shall consist of the officers, the most recent past president, and two members elected pursuant to Article VII hereof.

5.3 Meetings. The time and place of regular meetings of the Board of Governors shall be at the discretion of the Board. A special meeting of the Board of Governors shall be called by the President, at his discretion, or at the written request of two (2) members of the Board.

5.4 Quorum and Majority Vote. A quorum for the transaction of business shall consist of a majority of the Board present, or by proxy; and the vote of a majority of the members present, or by proxy, shall be necessary for the adoption of any matter, except as otherwise provided in the Constitution or these Bylaws. The form of proxies shall be governed by Article III, Paragraph 3.7 thereof.

5.5 Notice of Meetings. Timely written notice of all meetings shall be sent by the Secretary to all members, setting forth the place, date and hour of the meeting and in case of a special meeting, the purpose thereof.

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6.1 Titles. The officers of the Chapter shall be a President, President-Elect, Secretary, and Treasurer.

6.2 Multiple Offices. With the exception of the office of the President, any number of offices may be held by the same member.

6.3 The President. The President shall be the chief executive officer of the Chapter and shall have general direction of the affairs of the Chapter and of the Board of Governors. The President shall, from time to time, report to the members and to the Board, all matters within the Presidents knowledge which the interest of the Chapter may require be brought to their notice; shall preside at all meetings of the members and at all meetings of the Board; shall sign and execute in the name of the Chapter all contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated or permitted by the Board or by these Bylaws to some other officer or agent of the Chapter.

6.4 The President-Elect. The President-Elect shall automatically succeed to the office of the President at the conclusion of the President's term of office. In the absence of the President, the President-elect shall exercise the powers and perform the duties of the President. In addition the President-Elect shall make the committee chairman appointments in accordance with article VII, Paragraph 8.1, sufficiently far in advance of the Chapter's Regional Conference as to permit attendance by the appointees at CRC workshops in the period prior to appointees' active participation as chairmen of the Chapter Committees. Chairmen designees of such committees as Education, Energy Conservation, Membership and Research Promotion should be especially encouraged to attend CRC meetings. Prior to the meeting, the President-Elect shall complete the appointments by naming at least two (2) committee members to each of the standing committees of the chapter. If the President dies, resigns, or is removed from office, the President-Elect shall immediately become President and shall serve for the remainder of the term of his immediate predecessor. If the time served by the President-Elect as President is less than six (6) months, he shall continue to serve as president for the next Society Year. If the President-Elect dies, resigns, is removed from office, or becomes President for more than six months in accordance with the foregoing provisions, a special election shall be held to fill the vacancy. The President-Elect shall also be responsible for program planning.

6.5 The Secretary. The Secretary shall send notices of meetings to the members and to the Board of governors, as prescribed in these Bylaws and to Committee Chairmen as requested by the President. The Secretary shall keep the minutes of meetings of the Chapter and of the Board of Governors and shall promptly file a copy of the minutes of each meeting of the Chapter with the Secretary of the Society, the Editor of the Society Journal and the Regional Chairman. The Secretary shall send advance notices and minutes of meetings of the Board of Governors to the Regional Chairman. The Secretary shall maintain a membership roster, a roll of membership attendance and such books, papers, and records as the Chapter or Board of Governors may direct, which shall be open to the inspection of any member of the Board of Governors. The Secretary shall promptly notify members of their nomination, election or appointment to office.

6.6 The Treasurer. The treasurer shall receive all funds, including dues, fees, charges and other assessments and shall deposit such funds in the name of the Chapter in banks or other depositories. The Treasurer shall disburse funds only as authorized by the Chapter's Board of Governors and shall keep appropriate records of receipts and expenses and shall exhibit such records at all times to any member of the Board of Governors. The Treasurer shall make a full financial report at the annual meeting of the Chapter, a copy of which shall be forwarded to the Regional Chairman. In addition, in the absence of contrary written instructions from the Society, the Treasurer shall complete, execute and final any statement or returns incident to Federal or local taxation. Checks written by him shall be countersigned by the President, the President-Elect, or the Secretary.

6.7 Additional Duties. All officers shall perform all duties incident to their respective offices and such other duties as are prescribed by these Bylaws or as are assigned by the Board of Governors.

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7.1 Eligibility for Re-election. The President shall not be eligible for immediate re-election to the office of President at the expiration of the term for which he was elected.

7.2 Duties of Nomination Committee. The Nominating Committee shall select from the members eligible to hold office a minimum of one candidate for each office and for each of the elected members of the Board of Governors and shall obtain in writing from each candidate a written statement that he is a member in good standing in the Society and consents to stand for election. Not less than fifteen (15) days before the March meeting, the Nominating Committee shall present to the Secretary the names of the candidates selected, together with their statements.

7.3 Duties of the Secretary. Upon receipt of these names from the Nominating Committee, the Secretary shall prepare a list of the candidates and shall forward such list to all members with voting rights at least ten (10) days prior to the March meeting.

7.4 Nominations by Members. Additional nominations of members in good standing, consenting orally or in writing to be candidates, may be made from the floor at such meeting. If at this meeting more than one such nomination from the floor is made for any one office or membership on the Board of Governors, a vote will be taken to select the name of the opposition candidate to be placed on the ballot.

7.5 Voting and Election. Ten (10) days prior to the April meeting, the Secretary shall send a mail ballot, in the case of elections by mail, or a proxy statement, in the case of elections at meetings, to all members with voting rights. In the case of elections at meetings, to all members with voting rights. In the case of elections at meetings, the President shall appoint three (3) tellers to assist in conducting the election. The Board of Governors or the tellers, if any, shall promptly tally all votes. The candidate receiving a majority of the votes cast for each respective office shall be declared elected. If there is a tie vote, there shall be a runoff election.

7.6 Installation. Officers and members of the Board of Governors shall be installed and shall assume their duties at the annual meeting of the Chapter prescribed in Article III Paragraph 3.2 thereof, to serve until their successors are installed.

7.7 Vacancies. Whenever there shall be a vacancy in any office or on the Board of Governors by resignation or otherwise, the Board of Governors shall have the power to fill such office until the next annual election and installation; and such officer shall have the duties, rights and privileges of his predecessor.

7.8 Removal. Any officer or member of the Board of Governors may be removed by a 2/3 vote of all Chapter members present at a regular meeting, whenever in the judgment of the members, the best interest of the Chapter will be served thereby. The notice of this Chapter meeting shall contain the statement that an item of importance to the Chapter will be presented for action.

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8.1 General. All Chapter Committees shall be designated as Standing Committees or Special Committees. Standing Committees are mandatory and are of a continuing nature while Special Committees are created for a specific purpose and may be dissolved when their functions have been completed.

8.2 Appointments. Except as noted herein, all Standing Committee members and respective Chairman thereof shall be appointed by the President-Elect pursuant to Article 6.4.

8.3 Standing Committees. Standing Committees are mandatory and are broken into two categories: those tied into the CRC and those essential to the chapter operation. (a) Committees tied into the CRC are the CRC Action, Education, Energy Management, Membership and Research Promotion. (b) Committee essential to the Chapter operation are Auditing, Nominating, Program, Reception, Publicity, Attendance, Publication or Newsletter, and Historical. The duties and functions of each Standing Committee (several of which may be combined under a single chairman) are as follows:

8.3.1 CRC Action Committee: The CRC Action Committee shall determine major items of concern to the Chapter, obtain biographies on possible candidates for Society offices, committees and for various Regional and Society honors and awards, provide direction to the delegate and alternate delegate on actions to be presented on the Chapter's behalf at the CRC, and encourage the Chairman of the Membership, Education, Research Promotion, and Energy Management Committees to attend the CRC. The Chairman of this Committee should be a past president of the Chapter.

8.3.2 Education Committee: The Education Committee shall encourage the continuing education of the members in the sciences of heating, refrigeration and air-conditioning; shall, in conjunction with the Program Committee and Research Promotion Committee, arrange for presentations on current developments in these and related sciences, and shall arrange for Chapter participation in continuing education courses and related activities. The Chairman of this Committee, or a designated substitute, is expected to attend the CRC Meeting.

8.3.3 Energy Management Committee: The Energy Management Committee shall promote the continuing education of the members in energy conservation measures and activities adopted by the Society, and encourage new energy management designs by members, and the submittal of written reports on those designs for consideration in Regional and Society energy awards competition. The Chairman of this Committee, or a designated substitute, is expected to attend the CRC Meeting.

8.3.4 Membership Committee: The Membership Committee shall encourage applications by persons qualified for membership in the Society; shall encourage increased member participation in Chapter affairs; and shall encourage members to advance in their membership grade in the Society. The Chairman of this Committee, or a designated substitute, is expected to attend the CRC Meeting.

8.3.5 Research Promotion Committee: The Research Promotion Committee shall promote the research activities of the Society by conducting an annual campaign to obtain investments in ASHRAE Research, and shall encourage original and independent research by the members in the sciences of heating, refrigeration and air-conditioning, and in conjunction with the Program Committee, shall encourage lectures, demonstrations and discussions on technical topics of interest for presentation at Chapter meetings. The Chairman of this Committee, or a designated substitute, is required to attend the CRC Meeting and Special Regional Committee Meeting when called by Regional Vice Chairman for Research Promotion.

8.3.6 Auditing Committee: The Auditing Committee shall consist of three (3) members, none of whom shall be members of the Board of Governors. The Committee shall be appointed by the Board and shall elect its own chairman.

8.3.7 Nominations Committee: The Nominating Committee shall consist of five (5) members in good standing. One member of the Board of Governors may serve on the Nominating Committee, but not as its chairman. The Committee shall be elected by the Chapter at the January meeting. The Nominating Committee shall elect its own chairman. At the preceding meeting, the Board of Governors shall submit to the members their nominations for the committee. Additional nominations may be made by members from the floor at said meeting.

Nominees receiving the two highest number of votes shall be elected. In the case of a tie, there shall be a runoff election which shall be held at the January meeting.

8.3.8 Program Committee. The Program Committee, in conjunction with the Board of Governors and all other committees, shall arrange programs for the meeting of the Chapter.

8.3.9 Reception Committee. The Reception Committee shall encourage fellowship among members; and shall extend cordial greetings to guests and new members of the Society.

8.3.10 Publicity Committee. The Publicity Committee shall publicize the name, purposes and activities of the Chapter in an effort to obtain qualified members; shall report Chapter activities of public interest to the news media.

8.3.11 Attendance Committee. The Attendance Committee shall be responsible for contacting each member of the Chapter prior to each scheduled meeting or event to ensure that they have received notice of that meeting or event, and to ascertain the expected attendance.

8.3.12 Publications or Newsletter Committee. The Publications Committee shall obtain news of interest to the Chapter members and supervise the publishing of the Chapter newsletter.

8.3.13 Historical Committee. The Historical Committee shall collect and safeguard facts, photographs, records and other memorabilia pertinent to the history of the Chapter.

8.3.14 Special Events Committee. The Special Events Committee shall handle the arrangements for any special events to be sponsored by the Chapter, or for other events to which the Chapter membership has been invited.

8.3.15 Seminar Committee. The Seminar Committee shall arrange for a presentation of information on a suitable subject to interested members of the construction industry.

8.4 Other Committees. Additional committees shall be termed as Special Committees and may be appointed at any time by the President, with the advice and approval of the Board of Governors, and shall be announced at the next meeting of the Chapter.

8.5 Vacancies. Whenever any member refuses an appointment to a committee or whenever there is a vacancy on any committee by resignation or otherwise, the President shall, with the advice and approval of the Board of Governors, appoint another member, to such committee.

8.6 Removal. Any committee member appointed or elected may be removed by the person or persons authorized to appoint or elect such member, whenever in their judgment the best interests of the Chapter will be served thereby, except that the President shall remove a member only with the advice and approval of the Board of Governors.

8.7 Attendance at Board Meetings. Committee chairmen shall attend the meetings of the Board of Governors when so requested by the presiding officer, but shall not be entitled to voting rights at such meetings.

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9.1 Election of Delegates. The Board of Governors-Elect shall elect from among its members one delegate and one alternate delegate to the Chapters Regional Committee. At least one of said delegates shall be an officer-elect of the Chapter. The election shall be held at the meeting referred to in Article VIII, Paragraph 8.1 hereof and the delegates shall be announced at the annual meeting of the Chapter. The names of said delegates shall be certified in writing by the Secretary to the Secretary of the Society and the Regional Chairman by the first day of the following July.

9.2 Term. The delegate and alternate delegate shall serve for a term of one (1 ) year, commencing on the first day of July following the election. No member may be elected to serve as the delegate for more than two (2) consecutive terms; no member may be elected to serve as the alternate delegate for more than two (2) consecutive terms; no member may be elected to serve in either capacity for more than four (4) consecutive terms.

9.3 Duties. The duties of the delegate and alternate delegate shall be as prescribed from time to time by the Society. They shall transmit recommendations concerning policies, procedures and operations of the Society, its Chapters and its Student Branches to the Regional Chairman in advance of the Chapter Regional Committee Meeting; shall attend such meeting; shall suggest candidates for the Board of Directors of the Society, Society committees and miscellaneous Society honors and awards; shall participate in election of one (1 ) member and one (1 ) alternate member to serve on the Society Nominating Committee; and shall report to the Board of Governors of the Chapter regarding the business transacted at the Chapter's Regional Committee Meeting, together with any recommendations for Chapter action.

9.4 Vacancies and Removal. Whenever either delegate is unable to fulfill his office, the Board of Governors shall appoint another delegate. Either delegate may be removed by the Board of Governors, whenever, in its judgment, the best interests of the Chapter will be served thereby.

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10.1 Powers and Limitations. All Articles of these Bylaws shall be subject to alteration or repeal, consistent with the certificate of Consolidation, Bylaws and Rules of the Board of Directors of the Society and Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent Federal tax laws.

10.2 By Society. Amendments to these Bylaws set forth in written directives of the Secretary of the Society may be adopted by a majority of the Board of Governors. Written copies of said amendments shall be sent by the Secretary to all members, or an officer of the Chapter shall read said amendments at the next succeeding meeting.

10.3 By Chapter Amendments to these Bylaws may also be initiated by a written resolution of a majority of the Board of Governors or of not less than five (5) members in good standing with voting privileges, presented at any meeting of the Chapter. If approved by a majority of the members present, the Secretary shall mail copies of the proposed amendments to all members not less than seven (7) days before the next succeeding meeting. If approved by a two-thirds (2/3) vote at such meeting, the Secretary shall forward such amendments to the Secretary of the Society for approval by the Charter and Bylaws Committee of the Society and review by the Regional Chairman. Any amendments shall become effective only upon receipt or written notice of approval by the Charter and Bylaws Committee of the Society.

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TheseBylaws shall be completed and adopted by a majority of the Board of Governors. Written copies of said bylaws shall be sent, as amended, to such persons as shall, from time to time become members of the Chapter.

Adopted by San Joaquin Chapter June 26,1986

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