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BYLAWS OF THE BUILDING INDUSTRY CONSULTING SERVICE INTERNATIONAL,…
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Language: english
Created: Tue Apr 15 15:30:54 2008
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BYLAWS OF THE BUILDING INDUSTRY CONSULTING SERVICE INTERNATIONAL, INC.
ARTICLE I
NAME
The name of the corporation shall be Building Industry Consulting Service International, Inc., hereinafter
called "BICSI".
ARTICLE II
PRINCIPAL OFFICE
The principal office of BICSI shall be located at the discretion of the Board of Directors.
ARTICLE III
PURPOSE
The purpose of BICSI shall be to advance the economical technical efficiency, performance, and safety of
information transport systems services, networks, and pathways for commercial and residential buildings,
and campus properties. This will be accomplished primarily through promotion of BICSI's professional
registration programs, educational conferences, technical and managerial curriculum, methods, design,
and informative publications, communications, and the exchange of ideas with other industry-related
associations and organizations.
BICSI's purview shall include, but not be limited to:
· Communications cable plant, data systems (both wired and wireless), voice systems, communications
services, integrated audio video systems, distributed communications systems, intercom systems,
dictation equipment, paging systems, public address, sound masking, electronic/digital signage
systems, tracking systems, video systems, MATV, CATV, CCTV, internal cellular, internal paging,
healthcare systems, nurse call, hospitality and entertainment systems, clock systems, access control,
electronic surveillance systems, intrusion detection systems and alarm systems, personal protection
systems, integrated automation instrumentation and control.
· BICSI's scope shall primarily include the manufacturing, distribution, engineering, designing,
installing, maintaining, and managing of the variety of dimensions described in its purview.
BICSI shall endeavor to accomplish its purpose through processes such as:
· Promoting standardization of information transport systems safety, performance, design, and methods
among government agencies, standards making bodies and the information transport systems industry
as BICSI deems appropriate.
· Offering quality technical and managerial education through BICSI courses.
· Providing educational conferences which incorporate presentations, exhibits, and the opportunity of
networking among attendees.
BICSI Bylaws Page 1 Revised April 1, 2008
· Creating, maintaining, distributing, and managing BICSI publications.
· Enabling the development of unique, relevant, and dynamic professional communities globally.
· Creating, maintaining, and managing registration programs which demonstrate an applicant's acute
knowledge of technical design and/or installation expertise.
· Developing, maintaining, and communicating the evolving BICSI Strategic Plan.
· Communicating to the BICSI membership and other industry-related associations and organizations
BICSI-related informative topics of interest through means such as BICSI business meetings, and
publication of BICSI newsletters, resolutions, and general communications.
· Maintaining an outreach program for the exchange of ideas with other industry related associations
and organizations.
BICSI's mission is to:
· Lead the Information Transport Systems industry with excellence in publications, education, and
knowledge assessment.
· Advance its members' ability to deliver the highest quality products and services.
· Provide its members with opportunities for continual improvement and enhanced professional stature.
ARTICLE IV
MEMBERSHIP
1. Eligibility
Any person interested in the objectives and purposes of BICSI, and who agrees to be bound by
the Articles of Incorporation and Bylaws of BICSI and by such rules and regulations as may from time to
time be adopted by the Board of Directors of this organization, is eligible for membership upon the
payment of the proper dues, hereinafter provided.
2. Classifications of Members
There shall be three major classifications of members consisting of associate individual members,
individual members and corporate members.
An associate membership is held in the name of the individual. The source of the payment of the
membership fees has no bearing on an associate individual membership. An associate individual
membership is nontransferable. RCDDs and specialty designations shall not qualify for the associate
membership. An associate individual member shall have no vote in the affairs of the association;
however, is eligible for membership benefits made available to BICSI members from time to time. An
associate member is an individual that is active military, a full-time student, a person 62 years of age or
older, or a BICSI-certified installer/technician. The aforementioned persons may at their option become
voting members with respective member rights upon payment of the full membership fees.
An individual membership is held in the name of the individual. The source of the payment of the
membership fees has no bearing on an individual membership. An individual membership is
nontransferable. An individual member shall have one vote in the affairs of the association and is eligible
for membership benefits made available to BICSI members from time to time.
BICSI Bylaws Page 2 Revised April 1, 2008
A corporate membership shall be held in the name of the corporation. The corporation is
responsible for designating one individual representative to vote on behalf of the corporate member,
unless additional votes are allocated to it by Board policy. The corporate representative shall have one
vote on the affairs of the corporation and shall be eligible for membership benefits made available to
BICSI members from time to time. Unless otherwise directed in writing, the individual denoted on the
corporate membership application shall be the official corporate representative. A Corporation holding
corporate membership in BICSI has the right to change its BICSI representative at any time upon written
notice of such change to BICSI.
An honorary lifetime membership may be granted by the Board of Directors at its sole discretion
to an individual member in the name of the individual and is effective for the lifetime of that individual.
Membership benefits are similarly available to honorary lifetime members. Honorary lifetime members
shall have no vote in the affairs of BICSI. Honorary lifetime members shall not be responsible for paying
membership dues to BICSI.
Lifetime membership will be granted to all Past Presidents of BICSI. Lifetime members will have
full voting rights in the affairs of BICSI. Lifetime members shall not be responsible for paying
membership dues to BICSI.
3. Dues
Membership shall be valid upon timely payment of yearly membership dues, the amount of which
shall be established by the Board of Directors annually. The membership year shall be twelve consecutive
months beginning with the month the member joined. Membership dues for the upcoming membership
year are due and payable on or before the first of the month the member joined, of each membership year.
Time is of the essence. Active membership status is contingent upon timely payment of dues. Any
member whose dues are in arrears shall be deemed inactive, without notice, and is not eligible to vote in
any BICSI matters or to receive membership benefits made available to active BICSI members until the
dues have been brought current. Full payment of dues will reinstate active membership status, but it will
not guarantee reinstatement of the registration of RCDD or specialty designations. BICSI shall have the
right to deny reinstatement to any member who has a history of late payment of dues.
The period of membership is twelve months from the month the member joins.
4. Voluntary Resignation
Any member may voluntarily resign from the organization by delivering a written notice of
resignation to the President or Secretary of BICSI. The effective date of voluntary resignation is
designated as the date of receipt of the resignation letter by BICSI or its designated officers. No paid
membership dues shall be refunded. A member who has resigned in good standing may apply for
reinstatement. Upon payment by such member of dues for the current membership year, he or she shall
thereupon be reinstated. This reinstatement will not include the registration of RCDD or specialty
designations.
5. Voting Regions
For purposes of voting only, each BICSI member shall list an official address. The official
address shall be the primary place of employment or office or location from which the member conducts
routine and normal business operations. The home office of the corporation may not be utilized as an
official address for employees whose primary place of employment is at another location.
BICSI Bylaws Page 3 Revised April 1, 2008
Other than for voting, all activities of a regional nature must be pursued in consonance with
BICSI's goals and objectives and with the express approval of the Board of Directors.
ARTICLE V
MEMBERSHIP MEETINGS
1. Annual Meeting
BICSI shall hold an annual membership meeting during the first quarter of each calendar year.
The time and place of such meeting shall be established by the Board of Directors who shall give at least
thirty (30) days prior notice of said meeting to its members. Publication of the time and place of the
annual meeting in the BICSI newsletter or in any other publication or letter mailed or e-mailed to the
entire membership shall constitute appropriate and sufficient notice of this annual meeting. The date of
the postmark or date stamp shall constitute the date of notice. The BICSI President will present a report at
each annual meeting covering the operations of the prior year.
2. Special Meetings
The President may, with the consent of the Board of Directors, call special membership meetings
of BICSI. The purpose of these special meetings shall be primarily for hearing reports. Action items may
be deliberated and voted on by the membership at these meetings. When possible, special meetings
should be scheduled to take place at the international conferences sponsored by BICSI. Notice of a special
meeting shall be given in the BICSI News or in any other publication or letter mailed or e-mailed to the
entire membership and shall be postmarked or date stamped at least thirty (30) days in advance of the
scheduled meeting.
A special meeting of BICSI may also be called by petition of fifteen percent (15%) of the total
active membership entitled to vote at the time the petition is presented to the President. The petition must
contain a detailed description of the agenda items to be discussed or the proposals to be presented.
The Board of Directors shall give written notice of each special meeting called by petition in the
BICSI newsletter or in any other publication or letter mailed or e-mailed to the entire membership and
shall be postmarked or date stamped at least thirty (30) days in advance of the special meeting date. The
special meeting shall occur at such time and place as designated by the President but in no event shall the
meeting occur later than the next scheduled membership meeting.
Items proposed by petition must be included in the special meeting agenda. No additional agenda
items may be considered at this type of special meeting. Two-thirds majority of those voting is required to
approve an agenda item.
2.A. International Districts
International districts may be allowed to hold local meetings for the purpose of discussing issues
pertinent to the particular district. These meetings should be chaired by the District Chair and coordinated
with the BICSI President-Elect.
3. Voting
At any meeting of the membership, 850 voting members will constitute a quorum. The act of a
majority of those members present shall be the act of the entire membership, except as may be otherwise
provided for by statute or by the charter of the organization.
BICSI Bylaws Page 4 Revised April 1, 2008
4. Voting Rights
At every meeting of the membership, each eligible member present is entitled to vote. Upon the
request of any member present and at the discretion of the presiding officer, the vote on any question
before the meeting may be conducted by voice, hand count, or written ballot, or by any other acceptable
method as outlined within Robert's Rules of Order.
Other than for exceptions noted elsewhere in these bylaws, all questions to be decided at such
meetings shall be decided by a majority vote of the members present and entitled to vote.
ARTICLE VI
DIRECTORS AND OFFICERS
1. Officers
The officers of BICSI shall be the President, President-Elect, Secretary, and Treasurer and such
other officers with such powers and duties consistent with these bylaws as may be appointed and
determined by the Board of Directors from time to time. All officers of BICSI must maintain membership
in the corporation.
2. Board of Directors
The Board of Directors shall be composed of the President, President-Elect, Secretary, Treasurer,
and the Executive Director who shall be an ex-officio member of the Board of Directors without voting
rights, and regionally elected Directors as follows:
Director, US Northeast Region
This Director shall be elected by the BICSI members whose official membership addresses are in
the states of Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New
Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, and West Virginia.
Director, US Southeast Region
This Director shall be elected by the BICSI members whose official membership addresses are in
the states of Alabama, Florida, Georgia, North Carolina, South Carolina, and Virginia.
Director, US North-Central Region
This Director shall be elected by the BICSI members whose official membership addresses are in
the states of Illinois, Indiana, Iowa, Michigan, Minnesota, Nebraska, North Dakota, Ohio, South Dakota,
and Wisconsin.
Director, US Western Region
This Director shall be elected by the BICSI members whose official membership addresses are in
the states of Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Washington,
and Wyoming.
Director, US South-Central Region
This Director shall be elected by the BICSI members whose official membership addresses are in
the states of Arkansas, Colorado, Kansas, Kentucky, Louisiana, Mississippi, Missouri, New Mexico,
Oklahoma, Tennessee, and Texas.
Director, Canadian Region
BICSI Bylaws Page 5 Revised April 1, 2008
This Director shall be elected by the BICSI members whose official membership addresses are
within the boundaries of Canada, which consist of the ten (10) provinces and three (3) territories.
Director, European Region
This Director shall be elected by the BICSI members whose official membership addresses are
within the boundaries of the nations that jointly constitute the continent of Europe. Europe is herein
defined as the peninsula of the Eurasian landmass and its adjacent islands separated from Asia by the
Urals, the Ural River, the Black Sea, the Bosporus and Dardanelles straits, and the Sea of Marmora. To
the South, the Mediterranean Sea and Strait of Gibraltar separate it from Africa. The Atlantic Ocean
defines its Western boundary; the Denmark Strait Norwegian Sea, and Barents Sea its Northern boundary.
2.A. Eligibility Restrictions
Regional Directors shall reside in and have their official voting address in the geographical region
they are elected to represent.
For the office of President-Elect, the nominee must be a member of BICSI for at least thirty-six
(36) consecutive months prior to the acceptance of the nomination by the Nominating Committee. For
the first election held for Regional Director when a District becomes a newly constituted Region, the
nominee must be a member of BICSI for at least twelve (12) consecutive months prior to the acceptance
of the nomination by the Nominating Committee. For all other positions on the Board of Directors, the
nominee must be a member of BICSI for twenty-four (24) consecutive months prior to the acceptance of
the nomination by the Nominating Committee. Past Presidents are allowed to run for any office except
President-Elect, Secretary, and Treasurer, but only after observing a two-year period out of office.
Conviction of a felony crime disqualifies an individual for running for, or serving on, the Board
of Directors.
2.B. International Districts
National boundaries or specified group of countries, as deemed appropriate by the BICSI Board
of Directors, will serve as the boundaries for districts and regions, with the exception of existing regions.
At a threshold of one hundred (100) members, a specific country or specified group of countries becomes
a district.
2.C. District Chair
The District Chair is appointed by BICSI's Board of Directors and will report to the BICSI
President-Elect. This District Chair will serve as a volunteer, must have a corporate letter of support, and
is responsible for representing and coordinating volunteers within the district. This District Chair will also
serve as the representative to the International District Council. The term of office of this District Chair
shall coincide with the term of office of the President. The District Chair shall be a member in good
standing.
2.D. International District Council
International District Council will be formed to serve the needs of the district representation on
the Board of Directors. The International District Council will be chaired by the BICSI President-Elect.
They will meet at least once a year and may submit their budget requests to the BICSI Executive Director
or his/her designee for inclusion in the annual budget. Submission of a budget request does not guarantee
approval by the Board of Directors.
2.E. International Regions
BICSI Bylaws Page 6 Revised April 1, 2008
When an International District reaches a level of five hundred (500) members, the country, or
specified group of countries, will drop from the International District Council and will be established as a
Region. An election will be held for the post of Regional Director at the next election cycle in accordance
with the BICSI Bylaws.
All Regions must maintain at least 500 members to maintain the region status. A Review of
membership counts will be made during each Board of Directors election cycle for the Regional Directors
to assure minimum membership counts are in place. If any Region lacks the required 500 members to
maintain their status, an election for the associated Regional Director will not be held. The region will
lose its Region status and revert to District status at the end of the Director's term, losing the Director
representation on the BICSI Board of Directors. If and when the District regains the 500-member
requirement, the District would again become a Region with a Region Director elected during the next
election cycle. Said District shall maintain a member count of 500 or more for a period of one year,
before its status could be elevated to that of Region. The Board of Directors reserves the right to
determine the period of time before a Region reverts to District status.
Countries of a select group of countries within a region may petition to become a separate region,
providing all criteria for region status has been attained for a minimum period of one year prior to
petitioning. The Board of Directors maintains the right to approve or deny any such petition.
2.F. District Secretary
The District Secretary is appointed by BICSI's Board of Directors and will report to the District
Chair. The District Secretary will serve as a volunteer, must have a corporate letter of support, and is
responsible for coordinating efforts within the area for which the person is assigned responsibilities. The
District Secretary shall be a member in good standing.
These efforts will be at the direction of the District Chair. The term of office for the District
Secretary will coincide with the term of office of the President. The District Secretary will be appointed
when the BICSI Board of Directors deems the position necessary.
3. Term of Office
Except as otherwise set forth herein, the term of office for all officers and directors, with the
exception of the Executive Director, shall be of two consecutive calendar years each, or until such time as
their successor has been duly elected and qualified. The Executive Director shall serve at the pleasure of
the Board of Directors and shall serve a term of office at the discretion of the Board of Directors.
Incumbent Board members may run for vacant offices. If elected, they must resign their original office
prior to being installed to their new office. This vacated office would then be filled by the Board of
Directors following the existing bylaw procedures. Half the Board will be elected each year, serving two-
year terms.
4. Nomination of Officers and Directors
On or before February 1 of any year in which the President takes office, the President, with the
consent of the Board of Directors, shall appoint a Nominating Committee who shall present to the Board
of Directors no later than the following July 1, a slate of nominees of officers and directors to serve in the
upcoming term. In the slate of nominees, the Committee shall make a good faith effort to present a
minimum of two candidates from the membership of BICSI for each office and directorship to be filled. If
a complete and thorough solicitation of the membership fails to secure multiple qualified candidates, the
Nominating Committee shall be permitted to submit a single candidate's name for that position.
BICSI Bylaws Page 7 Revised April 1, 2008
The Nominating Committee may, at their sole discretion and for any reason within the confines of
the law, eliminate any otherwise qualified potential candidate from consideration, even if this elimination
results in fewer than two candidates for an open office. The Nominating Committee shall obtain the
written consent of each and every nominee and, when applicable, a signed commitment of financial
support from the employer of each nominee. Nominees must be members of BICSI to be eligible to seek
office.
The Nominating Committee is empowered with the final authority in setting the slate of
candidates. There is no requirement for Board approval of the slate.
5. Voting for Officers and Directors
A ballot of officers and directors shall be distributed by the Board of Directors no later than the
following September 1 to all members of record as of July 1 of that same year who are eligible to vote.
Completed ballots must be returned by voting members to BICSI, or its designated representative, as set
forth on the voting instructions, no later than September 30th.
The President shall appoint an impartial Tellers Committee, or contract with a firm that
specializes in conducting elections that shall be responsible for counting the approved ballots and shall
certify to the President the results of the election no later than October 7th. Candidates offered on the
ballot may have an observer at the counting at their own expense. The Executive Director shall be
responsible for notifying all candidates of the results of the election. Results of the election shall also be
published to the entire membership of BICSI within 30 days of the official count.
Those individuals elected will be invited to participate without vote in all Board of Directors
meetings and functions until the office is assumed at the following January annual meeting.
6. Appointment of the Executive Director
The Board of Directors shall appoint an Executive Director to direct and supervise, pursuant to
specified objectives, the day-to-day operations of BICSI and the Executive Office staff. The Executive
Director shall serve a term at the discretion of the Board of Directors. Specific direction and/or
performance evaluations conducted on behalf of the Board shall be communicated through the President
and/or the President's designees.
7. Vacancies
The Board of Directors shall fill all nominee vacancies in the event of death or withdrawal after
the acceptance of the report of the Nominating Committee. The Board of Directors may, at its discretion,
request the Nominating Committee to present additional nominees.
The Board of Directors shall fill all vacancies of the elected members of the Board of Directors
except for the office of President and President-Elect. The Board of Directors shall appoint eligible BICSI
members to fill all vacancies on the Board of Directors at their first meeting after the vacancy occurs, and
no member of the Board of Directors can concurrently hold more than one position on the Board. In the
event of a vacancy in the office of the President, the President-Elect shall fill the unexpired term. If the
vacancy occurs less than one year in the term of office, a new President-Elect will be elected, and will
assume the office of President upon completion of the current term of office. If the vacancy occurs in the
last year of the term of office, the President-Elect shall serve in the dual capacity of President and
President-Elect and shall assume the normal two-year term of office of the President as outlined in these
bylaws.
BICSI Bylaws Page 8 Revised April 1, 2008
In the event of vacancy in the office of President-Elect, the Board of Directors shall conduct a
special nomination and conduct a membership election to fill the vacancy as soon as is practical. If both
the President and the President-Elect are unable to fulfill the duties of their office, the Secretary shall
direct a special election to fill these offices. Special elections should follow normal election procedures
outlined hereinabove adapting calendar dates to meet the special election time frame.
In the event of a vacancy in the office of Executive Director, the Board of Directors is authorized
to appoint an Acting Executive Director until such time an appropriate search process can be completed
and a permanent appointment made.
8. Duties of Officers and Directors
A. President
The President shall be the principal official of BICSI and will be so recognized at all association
affairs, programs, and activities. He/she shall appoint, with the approval of the Board of Directors, the
chairs and members of standing and temporary committees and shall fill all vacancies except as otherwise
provided hereinabove. The President shall serve as the Chair of the Board of Directors.
The President shall serve as an ex-officio member of all standing and temporary committees.
B. President-Elect
The President-Elect shall perform the duties of the office of the President whenever the President
shall be unable to do so. He/she shall be a member of the Board of Directors and shall serve as its Vice
Chair. Upon completion of the term as President-Elect, he/she shall become President without further
election.
C. Secretary
The Secretary shall be responsible for keeping accurate records and minutes of all meetings of
BICSI and of the Board of Directors. The Secretary shall be responsible for facilitating the review and
updating of BICSI's Bylaws and Board of Directors' Operating Policies and Procedures.
D. Treasurer
The Treasurer shall serve as Chair of the Finance and Audit Committee and, in conjunction with
the Executive Director, shall render such financial reports as are requested by the Board of Directors. The
Treasurer shall, in conjunction with the Executive Director, supervise the fiscal operations of the
association pursuant to policies established by the Finance and Audit Committee. He/she shall in
consultation with the officers and committee chairs of BICSI, be responsible for the presentation and
recommendation of an annual operating budget to the Board of Directors.
E. Regional Directors
A Regional Director shall represent the members of his/her geographical region in the governance
of BICSI. In addition to the duties as a member of the Board of Directors, each Regional Director shall be
assigned the duty of Board liaison to a standing committee. The Regional Director shall be an ex-officio
member of the committee and shall communicate the concerns of the Board to the committee and the
actions and concerns of the committee to the Board.
F. Executive Director
The Executive Director shall serve as the custodian of BICSI funds and shall invest and disburse
them at the direction of the Treasurer and the Finance and Audit Committee. The Executive Director shall
serve as an ex-officio member, without voting rights, of the Board of Directors. The Executive Director
shall be responsible for the administration of BICSI-sponsored educational conferences and other
meetings conducted on BICSI's behalf. He/she shall conduct needs assessments and plan and conduct
BICSI Bylaws Page 9 Revised April 1, 2008
such educational programs as may be approved by the Board of Directors. The Executive Director shall
be the chief executive officer of the association and will direct the efforts and activities of the Executive
Office Staff. The Executive Director shall report directly to the BICSI Board of Directors.
G. Meetings
The Board of Directors shall hold a Board of Directors meeting at least once every calendar
quarter. These meetings may be face-to-face or may be by conference call or any other reasonable means.
Additional meetings of the Board of Directors are authorized as determined by the President. A majority
of the voting members of the Board of Directors shall constitute a quorum. On an annual basis, officers
and directors are required to attend at least 75% of all scheduled Board of Director meetings. It is the
responsibility of the Executive Director and the Secretary to keep records of meeting attendance and to
notify the President and the offending member by telephone of the eligibility for disqualification of an
officer or director. Upon such notice, the President shall declare the position vacant and move to fill the
vacancy as provided for in these bylaws. The disqualified officer or director may file a petition of
extenuating circumstances within 10 days of notice of such disqualification. Upon the recommendation of
the President and with the concurrence of the remainder of the Board, the disqualification may be waived.
H. Limitation of Terms of Office
Members of the Board of Directors may serve no more than two (2) consecutive full terms in each
office. Board members appointed to fill vacancies are limited to no more than five (5) years of
consecutive service in the office to which he or she was appointed. The President-Elect shall serve as such
for two (2) years and then assume the office of President without further election.
I. Suspension and Expulsion--Board of Directors Office
A member of the Board of Directors may be suspended or have their Board membership
terminated for sufficient cause. Sufficient cause shall be a violation of the bylaws or conviction of a
felony crime by any local, state, or federal court. Suspension or expulsion shall be by a majority vote of
the entire membership of the Board of Directors provided that a statement of the charges shall have been
sent by certified or registered mail to the last recorded address of the member at least thirty (30) days
before final action is taken thereon. This statement shall be accompanied by a notice of the time and place
of the meeting of the Board of Directors at which the charges shall be considered and the member shall
have the opportunity to appear in person and/or be represented by counsel to present any defense to such
charges before action is taken thereon.
ARTICLE VII
COMMITTEES
The Board of Directors will designate the following committees in addition to such other
committees, as it deems appropriate. Unless specifically prescribed in these bylaws, the President in
consultation with the committee chair shall determine the size and membership of committees. Efforts
shall be made to assure regional representation on each committee. Each committee shall be responsible
for developing and keeping current a committee operations plan, which includes a statement of duties and
functions and operating policies and procedures, and such shall be approved by the Board of Directors.
An attendance policy, which makes provisions for removal of committee members not meeting
attendance standards, shall be included in the committee operations plan.
The terms of office of committee members shall coincide with the term of office of the President.
Committee members may be appointed to an unlimited number of terms, consistent with their respective
terms of office, with the exception of the Nominating Committee. Service on the Nominating Committee
BICSI Bylaws Page 10 Revised April 1, 2008
is limited to two consecutive terms (4 years). After two consecutive terms, a member of the Nominating
Committee must remain off the committee for a period of twelve (12 months) before they can be
reappointed by the President. BICSI requires all Committee Chairs, Vice Chairs and any subgroup chairs
to be members in good standing.
1. Technical Information and Methods Committee
This committee shall be responsible for preparing and publishing such publications as are deemed
desirable to promote BICSI's view of appropriate information transport systems distribution design
methodologies. Close communication and cooperation with the Codes Committee is required in the
performance of committee duties.
2. Registration and Specialties Supervision Committee
This committee shall be responsible for the establishment and maintenance of programs for
testing and credentialing BICSI members who meet BICSI's standards.
3. Membership and Marketing Committee
This committee shall be involved in programs and activities designed to increase BICSI
membership value by providing advice on member publications and communications. The committee will
also provide input concerning BICSI's marketing and promotional efforts.
4. Codes Committee
This committee shall be responsible for initiating input into national and international codes
setting. It is the responsibility of the Codes Committee to ensure that BICSI's viewpoint is represented in
this process, as well as notify BICSI's membership of changes within applicable codes that may affect
them.
5. Finance and Audit Committee
This committee has a fixed membership of the Treasurer, President, President-Elect, Secretary,
Executive Director and the Chief Financial Officer. Chaired by the Treasurer, the committee shall be
responsible for developing appropriate fiscal policies, monitoring financial performance, and approving
or recommending budgetary changes.
6. Standards Committee
This committee will participate in development of telecommunications related standards, as well
as notify BICSI's membership of changes within applicable standards that may affect them.
7. Nominating Committee
This committee will be responsible for presenting to the Board of Directors a slate of candidates
for office each year. This slate will, whenever possible, and at the discretion of the Nominating
Committee, be comprised of a minimum of two active, involved, and qualified members of BICSI seeking
to serve as an elected member of the Board of Directors.
8. Installation Committee
This committee oversees all aspects of the Telecommunications Cabling Installation Training and
Registration Program and its licensees. It sets and monitors policies for the program.
9. BICSI Cares Committee
This committee shall oversee all aspects of BICSI's charitable endeavors within BICSI Cares, Inc.
10. Education Advisory Council
BICSI Bylaws Page 11 Revised April 1, 2008
This council shall serve as an advisory body for BICSI's various educational activities by
establishing educational policies and recommending course content.
11. Exhibitor Liaison Committee
This committee shall serve as a liaison between the BICSI staff, and the exhibitor at BICSI
conferences. It shall communicate BICSI policy decisions to the exhibitors and make recommendations
on BICSI policy changes to the BICSI conference staff and the Board of Directors with the purpose of
enhancing the tradeshow experience at BICSI conferences for the BICSI membership as well as the
exhibiting companies.
12. Ethics Committee.
This committee shall develop and enforce a BICSI code of conduct under the guidance of the
BICSI Board of Directors.
13. Chairs Coordination Committee
This committee shall be made up of all standing committee chairs. It shall serve as a coordination
point for BICSI committee activities.
ARTICLE VIII
AMENDMENT
These Bylaws and/or the Articles of Incorporation of this corporation may be amended, repealed,
or altered in whole or in part by a majority vote at a duly organized meeting of the members at which a
quorum shall be present, or by a ballot of the entire membership. Notice of the proposed change(s) shall
be sent to each member no sooner than forty-five (45) days and no later than thirty (30) days prior to the
time and date of meeting that is to consider and vote on such change(s) or amendment(s).
The proposed change(s) or amendment(s) to the BICSI Bylaws or the Articles of Incorporation
shall, prior to notice being given of such meeting, be ratified and approved by the Board of Directors by a
majority vote of the directors present at such Board of Directors meeting. Only those directors present
may cast their vote on the action before the meeting.
Upon approval and ratification of such amendment to the BICSI Bylaws or Articles of
Incorporation by members as set forth above, the President and Executive Director shall thereupon
proceed to prepare such amendment and see to the filing of any document with the proper governmental
authorities as may be required. Copies of such revised and amended bylaws or Articles of Incorporation
shall be given to any member upon request.
A balance shall be maintained in the membership of the voting regions in the United States.
When the membership in the largest United States region exceeds the membership in the smallest United
States region by one hundred percent (100%,) the Board of Directors shall propose an amendment to
these bylaws to restructure these regions to a difference of less than fifty percent (50%). The membership
may reject or modify such proposals. The restructuring will be effective at the beginning of the next
regular term of office for officers and directors.
ARTICLE IX
PARLIAMENTARY AUTHORITY
BICSI Bylaws Page 12 Revised April 1, 2008
The rules contained in Robert's Rules of Order as revised shall govern the Board of Directors,
Officers, Chairs of various committees, and the members in all cases to which they are applicable,
provided, however, that they do not conflict with the bylaws or with any state or federal laws.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall commence on July 1 and terminate on June 30.
ARTICLE XI
SEAL
The seal of the corporation shall be adopted by the Board of Directors and may be changed from
time to time in the discretion of the directors. The presence or absence of the seal on or from writing shall
neither add to nor detract from the legality thereof nor affect its validity in any manner or respect.
ARTICLE XII
CERTIFICATE
BICSI shall provide all new members with a certificate of membership in BICSI. Issuance of a
certificate of membership is not required in order to vest the member with full membership rights.
ARTICLE XIII
INDEMNIFICATION
The corporation is empowered to indemnify any officer, or director, committee member, and/or
staff member, or any former officer or director, by a majority vote of a quorum of directors, or by a
majority vote of a quorum of members, who are not parties to such action, suit, or proceedings, in the
manner provided herein. If such indemnification is authorized by the directors and/or members, expenses
incurred in defending such civil or criminal action, suit, or proceeding may be paid by BICSI in advance
of the final disposition of such action, suit, or proceeding, upon receipt of any undertaking by, or on
behalf of the director, officer, employee, or agent to repay such amount unless he or she is found to be
entitled to such indemnification.
ARTICLE XIV
CONTRACTS AND FINANCIAL
1. Contracts
The Board of Directors may authorize any officer or agent of BICSI to negotiate any contract on
behalf of the corporation, which authority may be general or specific. Any contract shall be executed by
the President or the Executive Director, unless authorized under procedures as approved by the Finance
Committee.
BICSI Bylaws Page 13 Revised April 1, 2008
2. Financial
The financial operating procedures of the corporation shall be approved by the Board of Directors
through the recommendation of the Finance Committee. All funds received by BICSI shall be deposited
to the credit of BICSI in such banks, or other depositories as may be approved and authorized by the
Board of Directors. The authorization of fund disbursement shall be established upon a level of authority.
All checks, drafts, or any authorization for the payment of any notes, sums of money, or other evidence of
debt in the name of the corporation shall be signed by such officers or agents as shall be determined by
the operating procedures adopted by the Board of Directors through the Finance Committee. Unless
otherwise authorized, such instruments shall be signed by the Treasurer or Deputy Executive Director,
and the President or the Executive Director.
ARTICLE XV
RECORDS
The corporation shall maintain correct and proper books and records and shall keep minutes of all
meetings of the members and Board of Directors, at the principal office of BICSI. Any director, member,
or the agent or attorney of either, or any proper person may inspect all such records, at any reasonable
time, at the principal office of BICSI.
ARTICLE XVI
AUDITS
The books and records of account of BICSI shall be audited annually by a licensed certified
public accountant. All audits shall be conducted in accordance with generally accepted auditing standards.
ARTICLE XVII
SEXUAL HARASSMENT POLICY
It is BICSI's policy that all members and staff have a right to be involved in an environment free
of discrimination, which encompasses freedom from sexual harassment in any form while taking part in a
BICSI-sponsored activity. It is BICSI's policy to promptly investigate all claims of sexual harassment and
to maintain confidentiality to every extent possible. All BICSI members and staff are responsible to
assure that we prevent sexual harassment. Any member or staff member who believes that he/she has
witnessed harassment or is being harassed should immediately notify the President or the Executive
Director of BICSI. Sexual harassment in association with a BICSI-sponsored activity will not be
tolerated. Any member found guilty of violating this policy will be dismissed from membership. Any
staff member found guilty of violating this policy will be subject to termination of employment. A
member or staff member found guilty might face personal legal and financial liability.
Definition of Sexual Harassment BICSI's definition of sexual harassment includes, but is not
limited to: offensive and unwelcome sexual advances or propositions; verbal abuse of a sexual nature;
sexually explicit or graphic verbal commentaries about an individual's body; sexually degrading words
used to describe an individual; and the display of sexually suggestive objects or pictures.
BICSI (BUILDING INDUSTRY CONSULTING
BICSI Bylaws Page 14 Revised April 1, 2008
SERVICE INTERNATIONAL), INC.
BY:______________________________________________
Edward J. Donelan, President
ATTEST:__________________________________________
Peter P. Charland III, Secretary
Adopted as of: April 1, 2008
BICSI Bylaws Page 15 Revised April 1, 2008