(As modified by 2007 membership vote)
ARTICLE I - NAME AND ORIGIN
Section A: The name of the organization is: SOCIETY OF COST ESTIMATING AND ANALYSIS and its abbreviated title is: SCEA
Section B: Founded on July 17, 1981 as the Institute of Cost Analysis, the Articles of Incorporation were issued pursuant to the non-profit corporation laws of the Commonwealth of Virginia on July 17, 1981
ARTICLE II - NATIONAL OFFICE AND FISCAL YEAR
Section A :The National Office of the Society shall be in the Commonwealth of Virginia or such other place as may be designated by the Board of Directors.
Section B: The Fiscal Year of the Society shall be from January 1 through December 31 of each year.
ARTICLE III - PURPOSES
Section A: To promote and enhance the profession of cost estimating and analysis.
Section B: To foster the professional growth of its members in cost estimating and analysis and allied fields.
Section C: To enhance the understanding and appreciation of cost estimating and analysis and allied fields throughout the general population.
Section D: To provide educational opportunities in cost estimating and analysis and allied fields.
Section E: To establish standards in terminology, conduct, and application of cost estimating and analysis.
Section F: To develop means to achieve and measure established standards.
Section G: To recognize achievement through an appropriate program of recognition and certification.
Section H: To provide forums and media through which experiences with the principles and techniques of cost estimating and analysis may be reported, discussed, and published in furtherance of the public interest.
Section I: To foster, promote, and conduct research in cost estimating and analysis.
Section J: To develop and maintain standards of proficiency and ethics.
Section K: To cooperate with other organizations and individuals, having common or related proposes, in furtherance of the public interest.
ARTICLE IV - CONSTRAINTS
Section A: No assets of funds of the Society shall inure to the benefit of, or be distributed to its members, trustees, officers, directors, or other persons, except that the Society is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its Purposes set forth in this Constitution.
Section B: No substantial part of the activities of the Society shall be spent on influencing legislation or developing, preparing, or disseminating propaganda, or participating in or intervening in (including the publication or distribution of statements or literature) any political campaign on behalf of any candidate for public office, except that the Society may take a position on or make statements concerning professional standards, ethics, proficiency, research, or other subjects related to its Purposes.
Section C: Notwithstanding any other provision of this Constitution, the Society shall not conduct any activities not permitted
1. to an organization exempt from Federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law)
2. to an organization to which contributions are deductible under Section 170 (C)(2) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).
ARTICLE V - MEMBERSHIP
Section A: The Membership of the Society shall consist of Members and Corporate Members.
Section B: A Member shall be an individual who is interested in cost estimating and analysis or a related discipline. A Member has the privilege of holding elective office, voting for Officers and Directors, petitioning for and voting on changes to the Constitution and Bylaws, and nominating candidates for office.
Section C: A Corporate Member shall be an organization as defined in and with the privileges and benefits specified in the Bylaws.
Section D: The Board of Directors may, from time to time, amend the Bylaws to provide for various sub-categories of membership as appropriate
ARTICLE VI – OFFICERS AND DIRECTORS
Section A: The Officers and Directors of the Society shall be President, a Vice President, the immediate Past President, a Secretary, a Treasurer, a Regional Vice President for each region that may be established under the provisions of Article VIII of this Constitution, six (6) elected Directors, and an appointed Director of Certification. Each Officer and Director must be a Member of the Society.
Section B: All Officers and Directors, with the exception of the Director of Certification, shall be nominated and elected in accordance with the provisions of the Constitution and Bylaws. The six (6) elected Directors shall be elected without designated areas of responsibility. Areas of responsibility shall be designated by the President, with approval of the Board of Directors, after the Directors are elected.
Section C: A person shall not concurrently hold more than one Society office or directorship.
Section D: The Director of Certification shall be appointed by a majority of all voting members of the Board of Directors. The Director of Certification must hold a current certification from the Society.
Section E: The Term of office for all elected Officers and Directors shall be two (2) years beginning on July 1.
Section F: If the office of the President becomes vacant, the Vice President shall become President for the remainder of the vacated term. If the offices of the President and Vice President become vacant simultaneously, the Secretary shall become President for the remainder of the vacated term.
Section G: If any other elected office or directorship becomes vacant, the vacancy shall be filled by appointment by the President, with the approval of a majority of all voting members of the Board of Directors, for the remaining of the term of the vacated office or directorship.
Section H: Elected Officers or Directors may not serve more than two consecutive terms in the same office or directorship unless the first term was not a full term.
Section I: Nominations of all elected Officers and Directors shall be made by a Nominating Committee. Nominations may also be made by Members as prescribed in the Bylaws.
Section J: Election of all elected Officers and Directors shall be by ballot as prescribed in the Bylaws.
ARTICLE VII – BOARD OF DIRECTORS
Section A: The governing body of the Society shall be a Board of Directors in which the government and management of the Society is vested, except as otherwise provided for in the Constitution and Bylaws.
Section B: The Board of Directors shall consist of the Officers (i.e., President, Vice-President, immediate Past President, Secretary, Treasurer and Regional Vice Presidents), Directors (i.e., the six (6) Directors plus the Director of Certification and the Executive Director), the Presidents of each Chapter, and all Committee Chairpersons not already Board members. Voting Board members are the Officers (excluding the appointed Director of Certification and Executive Director), the six (6) elected Directors, and the Chapter Presidents.
Section C: A quorum of the Board of Directors shall exist when two-fifths of the voting members are present.
Section D: The Board of Directors may employ, appoint, or contract for the services of individuals or organizations to perform those activities necessary for the operation of the Society. Such individuals or organizations shall be fully qualified to assume the functions, duties, and responsibilities of such office, position, or activity and may be fully and fairly compensated for the duties assumed and functions performed. Such individuals or organizations shall report to the Board of Directors.
Section E: The Board of Directors shall be empowered to employ an Executive Director to manage the National Office and to perform other duties as the Board may direct within the powers vested in the Board by the Constitution and Bylaws. The Executive Director shall be an ex-officio member of the Board of Directors without vote.
ARTICLE VIII - COMMITTEES
Section A: Committees, composed of Society Members in good standing, may be established by the Board of Directors, as prescribed in the Bylaws.
Section B: The Committees of the Society shall consist of those committees deemed necessary by the Board of Directors to manage the affairs and pursue the Purposes of the Society.
ARTICLE IX - CHAPTERS
Section A: Chapters, composed of Society Members in good standing, may be established by the Board of Directors, as prescribed in the Bylaws.
Section B: The function of the Chapters shall be to further the Purposes of the Society at the local level.
ARTICLE X - REGIONS
Section A: The Board of Directors may establish Regions, as geographically compact as possible, such that each Member resides in one of said Regions. Regional organizations may be established by the Board of Directors.
Section B: If Regions are established, each Region shall be represented on the Board of Directors by a Regional Vice President, who shall be elected in accordance with the provisions of the Constitution and Bylaws.
Section C: Each Regional Vice President shall maintain permanent residence within the Region represented for the duration of his/her term. The boundaries of a Region shall not be changed in such manner that would prohibit a Regional Vice President from serving the remainder of his/her term.
ARTICLE XI - RECORDS
Section A: A roll of Members shall be maintained which shall include the names, addresses, membership category and other information as specified by the Board of Directors for each Member in good standing.
Section B: A complete accounting shall be kept of all monies received and expended by the Society. These financial records shall be annually audited by a person (or persons) who is (are) qualified to perform this audit in accordance with generally accepted accounting principles. The results of the audit shall be reported to the membership as soon as practicable.
ARTICLE XII – AMENDMENTS AND DISSOLUTION
Section A: This Constitution may be amended by letter ballot following the procedures as prescribed in the Bylaws.
Section B: An affirmative vote of two-thirds of the valid votes cast shall be required for adoption of an Amendment to this Constitution.
Section C: An affirmative vote of a majority of all voting members of the Board of Directors shall be required for adoption of an amendment to the Bylaws.
Section D: If the Society is dissolved for any reason, its assets shall be distributed as prescribed in the Bylaws.