I. Name and Secretariat
II. Objectives
III. Membership
IV. Council
V. Membership Meeting
VI. Formulation, repeal and amendment of the constitution
VII. Election Procedures
VIII. Social transactions
IX. Interpretation
X. Rules and Regulations
ARTICLE 1-NAME AND SECRETARIAT
Section 1. Name:
The name of the Society is: International Society for the Built Environment (ISBE).
Section 2. Secretariat:
It shall be responsible for handling the activities and affairs of the student. The Secretariat will be selected and contracted by the Board.
The Board may at any time establish branches or subordinate offices in any place or places where the Society is qualified to carry out its activities.
ARTICLE 2-OBJECTIVES
The International Society for the Built Environment (ISBE) is a group of experts, academics and government advisors from a wide range of disciplines covering a wide range of topics including sustainable built environment, environmental engineering, built environmental health and human factors, indoor environmental quality, construction protection measures (including weathering and bio-corrosion), building technology and urban planning and design, environmental epidemiology, occupational and non-occupational health and sanitation, structural safety, building codes, international standards and guidelines, water supply and drainage, spatial planning, and social housing environments (e.g., aging communities).
ARTICLE 3-MEMBERSHIP QUALIFICATIONS
Section 1. Membership:
Members of the Society shall be those persons who are registered as members of the Society from time to time. A list of members in good standing registered with the Society shall be maintained at the Society's headquarters or by the Society's Secretariat. Except as otherwise expressly provided in this Agreement, the membership fee for each category of membership (as hereinafter provided) shall be an annual amount determined by the Board of Directors.
Section 2. Membership:
Classes The membership of the Society shall be in two categories of membership, namely
(a) Individual members (general members, professional members, student members)
(b) Corporate members
The Council may by resolution prescribe additional classes of membership, but such resolution shall have effect only until the next annual meeting of the members of the Society and shall cease to have any effect if it is not confirmed at that annual general meeting.
Section 3. Individual Membership:
Professionals and students may register as individual members of ISBE. The categories include General Member, Professional Member, and Student Member, where Student Member shall be an individual enrolled full time at an accredited college or university. Student members are not entitled to vote. Ordinary members do not have permission to view specific content in the "Publishing" section of the download site.
Section 4. Corporate Membership:
Companies and institutions may register as ISBE Corporate Members. Categories include different maximum number of beneficiaries (3 or 10).
Section 5. Termination of Membership:
Members shall, at a minimum, be in good standing and abide by the code of ethics signed by the member at the commencement of membership. If any member fails to pay the membership-related fees within sixty days of their due date, the membership of such member shall be automatically terminated. Termination of membership shall be without prejudice to the member's right to apply for rejoining. The Board of Directors may terminate any membership for just cause by a resolution passed by a two-thirds majority vote.
Section 6. Resignation:
Any member of the Association may resign from the membership of the Association by writing to the Secretariat. The Council may request any member to resign by a resolution passed by a majority vote.
ARTICLE 3-COUNCIL
Section 1. Membership:
The affairs of the Society shall be managed by the Council (hereinafter referred to as "the Council"), which shall consist of not less than six and not more than nine voting members. The Council may add additional non-voting members of the Board of Directors to serve as advisors as needed and appropriate. The President shall have a second vote. The second vote may be used only in the event of a tie when the number of Council members is equal but the full Council is unable to make a decision based on the outcome of the vote.
Section 2. Election and Qualifications:
(1) Council members shall be individuals who are eighteen years of age or older and shall be members of the Society at the time of their election or nomination and throughout their term of office.
(2) The person applying for the establishment of the Society shall be the first President of the Society and his or her term of office on the Board shall continue until his or her successor is elected or appointed in accordance with the Bylaws. The members of the Council shall be elected in accordance with the provisions of Article IX.
(3) The Board of Directors shall consist of the President, the Chair of the Board of Directors, and such other individuals as the members of the Board may determine by resolution, subject to the limitations on numbers set forth in Section 1. The President of the Society shall serve on the Council as a non-voting member in an advisory capacity unless he/she agrees to serve in a voting member position. The immediate past president shall serve in an advisory capacity as a non-voting member. It is recommended, but not mandatory, that the composition of the Council reflect the geographic and disciplinary diversity of ISBE membership.
(4) The term of office of the Council shall be four years from the date of the Annual General Meeting following its election until the date of the next Fourth Annual General Meeting, or until its successor is duly elected, whichever comes first. The new board member shall take office at the end of the "date of the annual general meeting".
(5) Resignation
A person ceases to be a member or officer of the Association.
(a) If he or she becomes bankrupt;
(b) If he or she is found by a court to be mentally incapacitated or of unsound mind;
(c) If he or she resigns by written notice to the Secretary of the Association;
(d) If he or she ceases to be a member of the Association;
(e) In the event of death;
(f) In the case of serving as a member of another Board of Directors, if he or she ceases to hold the position entitled to serve as a member of the Board of Directors.
(6) Removal of Directors and Officers
A member of the Association, by a resolution passed by at least two-thirds of the votes cast at the annual general meeting, and having given notice specifying the intention to adopt such resolution, may remove any director or officer before the expiration of his or her term of office, and may elect any member to replace him or her for the remainder of his or her term by a majority of the votes cast at such meeting.
(7) Remuneration of Directors and Representatives
The members of the Association shall serve without compensation (except as otherwise provided below), and no member shall receive any profit, directly or indirectly, from his/her position; provided, however, that a member may receive a reasonable fee for the performance of his/her duties. Nothing herein shall be construed to prevent any Director from serving the Association as an officer or in any other capacity, and receiving compensation therefor.
Section 3. Duties:
The members of the Society shall perform such duties as are usually performed by such members and such duties as may be prescribed by the Bylaws or by the Society, and may exercise all powers and do all acts and things which may be exercised and done by the Society and which are not expressly directed or required to be done by the Society in general meeting by the Bylaws or by any resolution or statute of the Society.
Section 4. Vacancy:
If the office of President or Chairman of the Board becomes vacant, it shall be filled by election by the Board of Directors.
If any vacancy occurs on the Board of Directors (except by increase in the number of Directors), such vacancy may be filled by the Directors (from among the members of the Association), if they deem it appropriate, so long as a quorum of Directors is then present; otherwise, such vacancy may be filled at the next annual general meeting; and any Director appointed or elected to fill any such vacancy shall serve until he or she ceases to be Director and creates such vacancy Any Director appointed or elected to fill any such vacancy shall hold office for the unexpired term of the Director who ceased to be Director and caused the vacancy.
Section 5. Meetings of the Board of Directors:
(1) Place of Meetings: Meetings of the Board may be held at the headquarters of the Association or at any other place designated by the Board.
(2) Notice of any meeting of the Council shall be given to each Director by electronic means or otherwise transmitted, mailed or sent, mailed to each Director, mailed not less than seven days or, if delivered, not less than two days, sent by facsimile, electronic or other means (excluding the date on which the notice was sent electronically or otherwise, but excluding the date on which it was given) The meeting will be held; provided, however, that if all Directors present or absent have waived notice or have consented in writing to the holding of such meeting in their absence, then a meeting of the Board may be held at any time without formal notice. Any member may waive notice of any meeting or of any irregularity in any meeting or in the notice thereof.
(3) In the case of the first meeting of the Board held at an Annual General Meeting immediately following the election of Directors, or of a meeting of the Board at which Directors are appointed to fill vacancies on the Board, notice of such meeting need not be given to the Directors duly appointed or appointed, provided that a quorum of Directors is present.
(4) If it is generally agreed by all the members of the Association or in respect of a particular meeting, any one or more members may participate in a meeting of the Board or a committee of the Board by means of a conference telephone or other communication facility by means of which all persons participating in the meeting may hear each other, and a member participating in such a meeting in such manner shall be deemed to be present at the meeting.
(5) A resolution signed in writing or its electronic equivalent or confirmed electronically by all members entitled to vote on it at a meeting of the Council or a committee of the Council shall be as valid as if it had been adopted at a meeting of the Council or a committee of the Council.
Section 6. Voting:
(1) Questions raised at any meeting of the Board shall be decided by a majority vote. The results of all votes shall be recorded in the minutes of the meeting, unless a formal motion has been previously agreed to be confidential. In the event of an equality of votes, the chairperson of the meeting shall have a second or casting vote to decide the matter in addition to the original vote.
(2) At any meeting, unless a vote is requested, a declaration by the chair of the board that a resolution has been adopted unanimously or by a qualified majority, or has been defeated or not adopted by a qualified majority, shall be conclusive evidence of that fact without proof of the number or proportion of votes recorded for or against the motion. If a vote of the Board is necessary on any motion before the Board, the record of such vote shall in effect be "conclusive evidence" of the adoption of the motion.
Section 7. Secretariat:
(1) The Society shall have four secretariats, which shall be divided into the Department of General Affairs, the Department of Academic, the Department of Technical Consultation, and the Department of Membership, to assist the Board of Directors in all matters of work.
(2) The head of the secretariat department shall be directly designated by the Board of Directors.
Section 8. Committees:
(1) Working Committee
The Working Committee is divided into the Organizational Working Committee, the Communication Working Committee, the Academic Working Committee, and the Advisory Working Committee. Members of the Association may enroll themselves to assist the Secretariat in various matters.
(3) Professional Committees
The professional committees are divided into Low Carbon Energy Conservation Committee, Health and Safety Committee, Design and Planning Committee, Intelligent Monitoring Committee and Control, Energy and Storage, and Youth Scholar. They are composed of professors, associate professors and experts in various fields.
ARTICLE 5-MEMBERSHIP
Section 1. Members' Meeting:
(1) Annual Membership
Members of the General Meeting shall be those persons who, at the discretion of the Council, are interested in achieving membership and who are registered as members from time to time. The annual general meeting of members shall be held at the headquarters of the Society or at such other place as the Board of Directors may designate, on a day and at a time determined by resolution of the Board of Directors each year. At the annual general meeting there shall be presented a report of the affairs of the directors of the Society for the previous year, a financial statement of the Society and such other information or reports as may be relevant to the affairs of the Society.
(2) Notice Instructions
Electronic notice of the date, time and place of meetings of the members and of the general nature of the business to be transacted shall be sent to each member of the Association at each meeting not less than thirty (30) nor more than sixty (60) days prior to the date of such meeting (excluding the day of mailing but including the date of giving notice) The address of each member appearing on the books of the Association or, if no address is given therein, the entry of each address known to the Secretary the last address of the member; provided, however, that a meeting of the members may be held at any date and time and place for any purpose without notice if all members are present in person at the meeting or if all absent members shall consent in writing to the holding of such meeting in their absence. Notice of any meeting or of any irregularity in any meeting or notice thereof may be waived by any member of the Association. Notice sent by e-mail shall be deemed equivalent to notice sent by mail.
(3) Omission of notice
The accidental omission to give notice of any meeting or the non-receipt of any notice from any member shall not invalidate any resolution passed or any proceeding at any meeting of members.
(4) Contents of notice
The notice of any meeting of members shall include a statement that such member is entitled to appoint a proxy, who need not be a member, to exercise the same voting rights as the member appointing such proxy would be entitled to exercise if present at the meeting. The notice of such meeting shall contain sufficient information concerning such business to enable the member to form a reasonable judgment as to the decision to be made.
(5) Voting
(a) Every question submitted to any meeting of the Members shall be decided by a majority vote by show of hands, unless otherwise specifically provided by statute or law. In the case of an equality of votes, the chairperson of the meeting shall have a second or casting vote on a show of hands and a vote. (Each member shall be entitled to one vote if present in person or by proxy at the meeting.)
(b) At any meeting, unless a vote is requested, a declaration by the chair of the board that a resolution has been adopted unanimously or by a qualified majority, or lost or not adopted by a qualified majority, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the motion.
(6) Polls
If at any meeting a poll is called on the question of the election or adjournment of the Board of Directors, it shall be taken immediately and without adjournment. If a vote is demanded on any other question, it shall be taken immediately or later at the meeting or after adjournment, as directed by the chairman of the board. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn.
(7) Adjournment
The Chair may adjourn a meeting from time to time with the consent of any meeting without notice of adjournment being given to the members. Any business may be brought up or transacted at the original meeting in accordance with the notice.
(8) Quorum
A quorum for the transaction of business at any meeting of the Members shall consist of not less than ten Members present in person or represented by proxy; but in no case shall any meeting be held unless five Members are present in person.
(9) Electronic Communications and Meetings
The transaction of business relating to meetings of members shall include electronic means of notice of meetings, discussion and voting, provided that at least one month's notice and two reminders are given during the month.
ARTICLE 6-FORMULATION,REPEAL AND AMENDMENT OF THE CONSTITUTION
Section 1. Approval by the Council:
The bylaws of the Society may be repealed or amended by a majority of the members at a meeting of the Board of Directors and approved by an affirmative vote of a majority of the members at a meeting of the membership or by an affirmative vote of a majority of the members voting by electronic ballot (excluding abstentions).
Section 2. Approval by the Society's Members :
A copy of any bylaws approved by the membership (including bylaws amending or repealing existing bylaws) shall be sent to each member of the Society along with the notice of meeting or electronic ballot.
ARTICLE 7-ELECTION PRECEDURES
Section 1. Effective Date:
The elected chairperson of the Association, members of committees and other committees proposed at the annual general meeting shall take office at the end of the first annual general meeting following their election and shall serve until their successors take office.
Section 2. Calculation of Time:
If the time limit for notification or performance of election-related activities expires or falls on a Saturday or holiday, the time limit for such restriction is extended until said activities can take place on the following day instead of a Saturday or holiday.
Section 3. Eligibility of Selectors:
Each member is in good standing, is not in default of any fees or levies owed to the Association, and is a voter eligible to vote in the election of officers of the Association.
Section 4. Nominees:
No person shall be elected as an officer or trustee of the Association unless he has been nominated in accordance with the provisions of the Association's bylaws, and every vote cast for any person not nominated shall be void.
Section 5. Submission:
Every nomination shall be sent to the Registered Office or the Secretariat of the Society or sent electronically so as to be received on or before the seventy-fifth day before the next Annual General Meeting of the Society, and shall be void if not received.
Section 6. Reviewers:
The President, the Secretary and one member of the Board of Directors (designated by the President) shall act as scrutineers for the election.
Section 7. Membership List:
ISBE maintains an online membership database which provides a list of members to facilitate member interaction and to support the conduct of official association business. Unauthorized use of this ISBE membership directory information for commercial or promotional purposes is strictly prohibited under any circumstances and may result in legal action. Only active ISBE members who have not opted out will be displayed in the search results.
Section 8. Ballots:
(1) When a ballot is necessary, the Board President shall immediately send a ballot electronically to each member on the voting list (to his or her e-mail address as it appears on the Society's books; if no e-mail address is available, a letter ballot will be sent). The ballot shall be in a form approved by the scrutineer and include a memorandum of voting instructions.
(2) The form and content of the ballot, and the accompanying voting instructions (ballot returned electronically, unless no email is available to the member, then a letter ballot and return envelope shall be sent for submission) shall be in such manner as the scrutineer deems best to ensure the confidentiality of his or her ballot.
Section 9. Return of Ballot Papers:
Each voter shall submit his or her ballot electronically (or enclose it in one or more envelopes in the absence of e-mail) in accordance with the voting instructions and deliver (or mail) it to the Secretariat to be received on or before 30 days before the next General Assembly.
Section 10. Counting of ballots:
(1) Beginning on the last day of receipt of the ballots and every day thereafter, except Saturdays and holidays, the ballots shall be examined/opened by the Administrator or his representative under the supervision of the Chairman of the Board or his representative, with the assistance of the remaining tellers, who shall examine and count the ballots and record them in a book kept by the Association for this purpose.
(2) In counting the votes, the scrutineers may use for this purpose any mechanical, electronic or other device approved by the Council.
Section 11. Manner of counting votes:
(1) A vote cast for any person not on the list of candidates or not eligible to be a candidate shall be invalid and the report of the election shall be deemed to indicate that no such vote was cast.
(2) If two or more candidates for any office receive the same number of votes and the election of that officer has not yet been decided, the censor shall immediately place in the ballot box a number of papers containing the names of the candidates with the same number of votes, one for each candidate, one of which shall be drawn by chance from the ballot box by the president of the board or his representative in the presence of the secretary or his representative, and the candidate whose name appears on the drawn ballot shall be certified as elected to that office.
(3)If a person runs for more than one office and receives the highest number of votes for more than one office, that person shall choose the office he wishes to hold within fifteen days of the election results being communicated by the President of the Board of Directors, and the candidate who receives the second highest number of votes shall be certified as elected to the remaining office for which that person ran in the election.
Section 12. Results:
The chairman of the certificate board shall report the results to the members in a manner deemed acceptable by the chairman of the board immediately after making the certification referred to in the preceding paragraph.
Section 13. Modification of Election Procedures :
If for any reason the election of members of the Board of Governors is not held in accordance with these provisions, the Board of Governors shall make all necessary provisions for holding the election and fixing a date for the nomination of candidates and for recording, counting and recording their votes and announcing the results of the election, provided that any such election shall conform as far as possible to these rules.
Section 14. Appeals:
(1) Any member eligible to vote in an election of officers may petition the Association against any election of officers in accordance with the following provisions. Such petition shall not be entertained unless the grounds for contesting the election are stated in the petition and a copy of the petition is served on the officer being petitioned within 20 days after such date.
(2) The petitioner shall deposit one hundred dollars ($100.00) in his/her petition to cover any expenses the Board deems the requested officer may be presented with, and if the petition is denied, the Board may pay the amount to the petitioning officer as they deem just, and if it is determined that the officer was not duly elected or qualified, the Board may, in its sole discretion, pay the petitioner.
(3) The Board shall appoint an ad hoc committee to investigate the matters raised in the election petition and shall report thereon to the Board as soon as reasonably possible.
(4) The Committee of Inquiry shall appoint a day, time and place for the hearing of the petition and give notice there of to the petitioner and to the person petitioned against.
(5) Upon receipt of the report of the Investigative Committee, the Board shall discover the officers or trustees who were duly elected or qualified or who were not duly elected or qualified.
(6) If found not duly elected or qualified, the Council shall nominate a candidate for the office who receives the highest number of votes, second only to the elected officer, and shall declare that person a duly elected and qualified officer to replace the officer who was petitioned against.
(7) The President of the Board shall notify all interested parties of the Board's disposition of the petition.
(8) After all petitions resulting from the election have been processed, the Board President may destroy ballots and other documents related to the election of officers.
ARTICLE 8-SOCIAL TRANSACTIONS
Section 1. Checks, drafts, notes, etc.
All checks, drafts or orders for payment and all bills, promissory notes and drafts shall be signed by such officers personally, whether or not they are officers of the Society, in such manner as the Board of Directors may from time to time designate by resolution.
Section 2. Execution of Contracts, etc.
Contracts, documents or instruments requiring the signature of the Society may be signed by the Administrator, represented by the Office of the Secretariat, and approved by the Board of Directors.
(1) As used herein, the term "contract, document or written instrument" shall include deeds, mortgages, charges, assignments, transfers and conveyances of property, real or personal, real or personal property agreements, payments, releases, assignments, transfers and conveyances of money or other obligations, and all written documents.
(2) Fiscal Year: The Board of Directors may, by resolution, establish the fiscal year end of the Association and the Board of Directors may, from time to time, by resolution, change the fiscal year end of the Association. Unless otherwise designated, such fiscal year shall be deemed to be a calendar year.
ARTICLE 9-INTERPRETATION
In all by-laws and special resolutions of the Association, the singular shall include the plural and the plural shall include the singular; the word "person" shall include firm and corporation and the masculine shall include feminine and neuter. Whenever in any by-law or in any special resolution of the Association reference is made to any statute or part thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment, as the case may be, of such statute or part thereof.
ARTICLE 10-RULES AND REGULATIONS
The Board may prescribe such rules and regulations for the management and operation of the Society in connection with these Bylaws as it may deem appropriate, but such rules and regulations shall have force and effect only until they are confirmed at the next annual general meeting of the members and shall cease to have any force and effect from time to time if not confirmed at such general meeting.
