ARTICLE I: NAME AND OBJECT
Section 1. The name of this organization shall be the Lower Hudson Valley Branch, Metropolitan Section of the American Society of Civil Engineers, hereinafter referred to as the Lower Hudson Valley Branch.
Section 2. The objective of the Lower Hudson Valley Branch shall be the advancement of the science and profession of engineering in a manner consistent with the purpose of the American Society of Civil Engineers.
Section 3. The actions of the Lower Hudson Valley Branch shall be consistent with the provisions as set forth in the Constitution and Bylaws of the Metropolitan Section.

ARTICLE II: AREA AND MEMBERSHIP
Section 1. The area of the Lower Hudson Valley Branch shall be the Counties of Rockland and Westchester in the State of New York.
The Counties of The Bronx (ASCE Metropolitan Section), Putnam, Dutchess, Ulster and Orange (ASCE Mid-Hudson Branch of the Mohawk-Hudson Section) are also in the geographic area of the Lower Hudson Valley Region of New York State, therefore, the goal of the Lower Hudson Valley Branch will be to serve the civil engineering profession in these areas by partnering with and conducting joint meetings and activities with members in these areas.
Section 2. All members of the American Society of Civil Engineers and its Metropolitan Section of all grades who subscribe to the Bylaws of the Lower Hudson Valley Branch and who have paid the current dues of the Section and the Branch, and who reside in the Branch area, shall be Subscribing Members of the Branch. All other members of the American Society of Civil Engineers of all grades, whose addresses of record are within the boundaries of the Branch as defined by the Society, shall be Assigned Members of the Branch. Members who need to be assigned to branches or Sections not within such geographic boundaries may request to be reassigned by providing a clear statement of need to ASCE.
Section 3. Only Subscribing Members and Assigned Life Members shall have the right to vote, to hold office, to serve on committees, or to represent the Branch officially.

ARTICLE III: DUES AND FINANCES
Section 1. The Branch activities shall be financed by an annual allocation of monies from the Section based on a budget proposed by the Branch and approved by the Section plus annual Branch dues, if needed.
Section 2. There shall be no entrance fee.
Section 3. Annual dues can be established by the Lower Hudson Valley Branch, subject to the approval of the Metropolitan Section.

ARTICLE IV: OFFICERS
Section 1. The Officers of the Branch shall be a President, a President-Elect, a Vice-President, a Secretary and a Treasurer, who with the two latest active resident Past Presidents, three Elected Directors, and the President of the Younger Members Group, shall constitute a Board of Directors in which the government of the Branch shall be vested. All other Past Presidents shall be non-voting ex-officio members of the board of Directors.
Section 2. All officers, except the President, shall be elected at the Annual Meeting for terms of one year, which terms shall begin at the close of the Annual Meeting and continue until their successors are elected and assume the offices.
Section 3. Only Subscribing Members of the Branch shall be eligible for election to office.
Section 4. The term of office for the President shall be one year. The President-Elect shall succeed to the office of President at the close of the Annual Meeting.
Section 5. A vacancy in office of President shall be filled by the President-Elect. A vacancy in the office of President-Elect shall be filled by the Vice President. Other vacancies shall be filled for the unexpired term by appointment by the Board of Directors.
Section 6. The duties of officers shall be those usual for such officers.
Section 7. The Board of Directors shall oversee the preparation of the Annual Report which shall be submitted to the Section in accordance with published requirements.
Section 8. At meetings of the Board of Directors, 50% of the Board shall constitute a quorum.
Section 9. Removal from Office. The incapacitation of any officer or director of the Society, or neglect in the performance of the duties of the office, may be grounds for removal from office by the Board of Directors.

ARTICLE V: NOMINATION AND ELECTION OF OFFICERS
Section 1. The President shall appoint a Nominating Committee of a minimum of three members, subject to the approval of the Board of Directors, including the three most recent active resident Past-Presidents of the Branch.
Section 2. The nominating committee shall choose one or more candidates for election to each office except the office of President, and obtain the consent of each nominee to serve if elected. The list of official nominees shall be mailed to each Subscribing Member of the Branch at least two months prior to the Annual Meeting. Any Subscribing Member wishing to have his or her name on the ballot for an office may do so by submitting a petition signed by at least ten other Subscribing Members of the Branch to the Metropolitan Section Secretary at least one month prior to the Annual Meeting.
Section 3. The Metropolitan Section Secretary shall send a letter ballot, containing the list of official nominees and a space for a write-in vote for another candidate for each office, to each Subscribing Member of the Branch at least 20 days previous to the Annual Meeting.
Section 4. Ballots returned to the Metropolitan Section Secretary up to the time of counting shall be opened and counted at the Annual Meeting by three tellers appointed by the President. For each office the candidate receiving the highest number of votes cast shall be declared elected.

ARTICLE VI: MEETINGS
Section 1. The Annual Meeting shall be held on such date and at such place as the Board of Directors designate. Other meetings shall be called at the discretion of the Board of Directors; or by the President upon the written request of at least ten Subscribing Members.
Section 2. In addition to the Annual Meeting, a minimum of four (4) other meetings shall be held each year at regular intervals.
Section 3. At all meetings ten (10) Subscribing Members shall constitute a quorum.
Section 4. Notice of call for a Branch meeting shall be mailed to all Subscribing Members of the Branch not less than 10 days in advance of the meeting date.
Section 5. All business meetings of the Branch and of the Branch Board of Directors shall be governed by Robert’s Rules of Order, newly revised.

ARTICLE VII: YOUNGER MEMBER GROUP
Section 1. The Younger Members of the Branch may establish and operate a Younger Member Group for the purpose of preparing themselves for active participation in the affairs of the Branch and promoting professional and social fellowship among themselves. The policy of the Branch shall be to cooperate with the Group in all practicable ways requested, and to assist them financially to such extent as may be approved by the Board of Directors of the Branch. Section 2. The Younger Members Group shall adopt and be governed solely by its own Constitution, which with all amendments thereto, must be approved by the Board of Directors of the Branch before becoming effective.

ARTICLE VIII: COMMITTEES
Section 1. The President each year shall appoint the following committees: program, membership, nominating, hospitality, and public information.
Section 2. The President shall appoint such other committees as are from time to time deemed necessary.

ARTICLE IX: AMENDMENTS
Section 1. Bylaws may be adopted or amended only by the following procedure:
1. The proposed Bylaws amendment(s) shall be approved by not less than a majority of the Board of Directors and approved by the Board of Directors of the Metropolitan Section (boundary changes would also be subject to the approval of the Council of Vice Presidents for review and approval before being voted upon).
2. Upon Section Board of Directors and if required, Council of Vice Presidents approval, the proposed Bylaws amendment(s) shall be distributed to the Subscribing Membership. The proposed amendment shall be voted upon by those Subscribing Members in attendance at a business meeting provided that written notice of the proposed amendment shall have been given to the membership along with the meeting notice. To be effective, the proposed Bylaws amendments shall receive an affirmative vote of a majority of subscribing members voting.
3. When a meeting is not possible, a mail ballot option may be utilized. To become effective, the proposed Bylaws amendments shall receive a majority vote of return mail ballots, provided the proposed change has been sent in writing to the members thirty (30) days prior to the ballot deadline.

ARTICLE X: MISCELLANEOUS PROVISIONS
Section 1. No part of the net earnings of the Branch shall inure to the benefit of any private shareholder or individual and no substantial part of the activities of the Branch shall be carrying on propaganda, or otherwise attempting to influence legislation and the Branch shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.
Section 1. Upon dissolution of the Branch, the assets remaining after the payment of the debts of the Branch shall be distributed to such corporation, community chest, fund or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary or educational purposes, or for the prevention of cruelty to children or animals, which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code, as they now exist or as they may hereafter be amended, as the Board of Directors shall have designated and in the absence of such designation they shall be conveyed to the American Society of Civil Engineers.