2025 Bylaws | SAME Charleston Post

BYLAWS OF THE CHARLESTON POST

Article I
Seal, Insignia and Logo

1. The seal, insignia, and logo of the Post shall be the same as established by Society of American Military Engineers (SAME) National Board of Direction and published on the SAME website.
   
2. Customized logos may be used only for special events in addition to the seal, insignia, and logo established by SAME.

Article II
Governance

1. The name of the Post shall be the Charleston Post, Society of American Military Engineers, hereafter referred to as the “Post.”
   
2. The Post shall be governed by these Bylaws, consistent with the Constitution and Bylaws of SAME. In the event that these Bylaws are in conflict with SAME National’s Constitution or Bylaws, those of SAME National shall govern.
   
3. The Post fully supports the policy of equal opportunity and will not discriminate or knowingly participate in any activity that discriminates on the basis of race, color, religion, sex, sexual orientation, or national origin. Likewise, the Post will take no official action that is or appears to be detrimental or discriminatory to any class or group of persons.
   
4. It is the policy of this Post to adhere to the highest standards of ethical conduct in all its activities. The Post fully supports and expects strict compliance by every member with all applicable laws and regulations in the conduct of business and professions. The Post recognizes that members who represent the government in matters affecting the economic interests of others hold special positions of public trust requiring them to observe the highest ethical standards. Accordingly, the Post supports the principle that strict impartiality must prevail in all business relationships involving the government.

Article III
Membership

1. SAME Membership will be attained through application and payment of dues to the SAME National Office. Transfer to this Post from another Post is accomplished through notification to SAME National. SAME National Office maintains the official Post roster of members.
   
2. Individual Membership is achieved by paying dues to SAME National and selecting post(s). Full-time Students do not pay dues but select a Post affiliation when joining SAME.
   
3. Any member of the Post will be automatically dropped from the Post roster maintained by SAME National Office for failure to pay dues to SAME National Office as prescribed by SAME Bylaws.
   
4. Companies and Public Agencies may become Members at the Post by paying the appropriate dues to SAME National Office. The Company or Public Agency determines who shall be the members of the Post. Company Member and Public Agency members have full voting rights in the Post.

Article IV
Board of Directors

1. The Board of Directors if comprised of the six (6) Elected Post Officers, four (4) Appointed Committee Directors, and the 21 Appointed Sub-Committee Chairs to provide an opportunity for all segments of the Post to be represented and to link the Post to National Communities of Interest, as appropriate. The Board of Directors are listed below and presented in Exhibit 1.
   • The Elected Post Officers are as follows:
     • President
     • President-Elect
     • Vice President
     • Secretary
     • Treasurer
     • Past President
   • The Appointed Committee Directors are as follows:
     • Industry-Government Engagement (IGE)
     • Leadership / Veterans Outreach
     • Science, Technology, Engineering and Math (STEM)
     • Operations
   • The Appointed Sub-Committee Chairs are as follows:
     • IGE
       • Programs
       • Resilience
       • Small Business Liaison
       • Sustaining Members Liaison
     • Leadership / Veterans Outreach
       • Education and Training
       • Fellows Liaison
       • Non-Commissioned Officer
       • Veterans
       • Young Professionals
     • STEM
       • Camps
       • College Outreach
       • K-12
       • Student Chapter President
       • Scholarship
     • Operations
       • Communications
       • Finance
       • Fundraising
       • Membership
       • Membership Recognition
       • Streamers
       • Webmaster
         
2. All Officers will serve a 2-year term with a staggered turnover to provide continuity in the governance of the Post.
   
3. All Committee Directors and Sub-Committee Chairs will serve a minimum of 1 year term.
   
4. The Post shall hold elections annually such that the new and continuing Board of Directors are installed in January.
   
5. The Board of Directors shall have power to fill vacancies of the Officers a provided that Officers so selected shall serve until the next election only, at which time the vacancy shall be filled in the manner herein prescribed for other vacancies occurring in the regular course.
   
6. The Board of Directors shall meet regularly for the transaction of business and members thereof shall constitute a quorum. (See Voting & Quorum, Article XI) The President on his/her own initiative may call special meetings of the Board of Directors. Conduct of business utilizing tele-conference or video conference is permitted.
   
7. The Board of Directors approves the establishment, disestablishment or continuance of Committees that may be recommended by the President. (See Committees, Article VI).
   
8. Members of the Board of Directors shall not receive any compensation for their services as Directors. When able, SAME will provide discounted registrations and/or travel & lodging if appropriate, to alleviate volunteer financial burden.
   
9. Any member of the Board of Direction may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if, in their judgment, the best interest of SAME would be served thereby.

Exhibit 1. Post Board of Directors

Article V
Officers

1. The Officers of the Post are stated in Article IV.
   
2. The President shall be responsible for general supervision of the affairs of the Post and shall preside at the meetings of the Post. The President may recommend the establishment, disestablishment, restructuring or continuance of Post Committees to the Board of Directors for approval. The President shall appoint Committee Chairs and has general supervision over all Post Committees. In the absence of the President, or in the case where the President cannot complete his/her term, the duties shall devolve to the President-Elect, or as voted upon by the Board of Directors.
   
3. The President shall preside at all meetings and shall sign all written contracts and obligations of the Post, with the concurrence of the Treasurer on financial obligations. The President shall obtain a legal review of all major contracts for which the Post could incur significant liability.
   
4. The President shall report to the Post membership at the annual Post meeting the status of affairs of the Post at a minimum addressing: a) the financial and membership status of the Post; b) a review of the Post’s activities for the current year; and c) and the Post’s progress in achieving the goals and objectives of the SAME Strategic Plan. (See Meetings and Activities, Article VIII)
   
5. The President serves as the Champion for the IGE Committee.
   
6. The President-Elect serves as Champion for the Operations Committee.
   
7. The Vice President serves as the Champion for the Leadership / Veterans Committee.
   
8. The Secretary shall have charge of the correspondence and records of the Post. The Secretary shall: (a) give timely notices of all meetings to all members; (b) record the proceedings of all Board and membership meetings; and (c) assist in the submittal of the Streamers. The President may appoint an Assistant Secretary to assist the Secretary with the duties of the office and to act as the Secretary during the Secretary’s absence.
   
9. The Secretary serves as the Champion for the STEM Committee.
   
10. The Treasurer shall be comptroller of the accounts of the Post under the direction of the President. The Treasurer shall: (a) make collections and disbursements under the supervision of the President as directed by the Post; (b) render monthly and annual reports to the Post board or as may be called for by the President and SAME National; and (c) file Federal, state, and local income tax returns with a confirmation sent to SAME National Office to ensure the retention of SAME’s tax exempt status; and (d) submit the annual report to the Board of Directors during the last calendar quarter and to the SAME National office by March 31 of the following year. The Treasurer is responsible for filing any state required documentation to maintain operations and non-profit status. All Post financial accounts shall be audited annually by an audit committee of at least three members appointed by the President or an outside auditor prior to the submission of the annual financial report to the SAME National Office. The committee shall report to the President the results of the audit. (See also Finances, Article VII) The President may appoint an Assistant Treasurer to assist the Treasurer with the duties of the office and to act as the Treasurer during the Treasurer’s absence.

Article VI
Committees, Task Forces and Special Advisors

1. The Post may establish Post Operations and Post Mission Committees. (See Society By- Laws, Article VIII)
   
2. Operations committees are those that support the President and Board of Directors in administration of the Post. Standing operations committees are presented in Article IV.
   
3. Mission Committees are those that support SAME’s Strategic Plan and assist the Post in accomplishing its goals and objectives. Standing Mission Committees are presented in Article IV.
   
4. Ad hoc or temporary Committees may be established to achieve goals and implement objectives set forth in SAME’s Strategic Plan at the recommendation of the President and with the approval of the Board of Directors. These committees should have specific missions.
   
5. In addition to the above Post Committees, the President may establish other special task forces and assign advisors deemed necessary to accomplish the Post’s mission, with a specified term of office.

Article VII Finances

1. The fiscal year of the Post shall begin on the first day of January.
   
2. Dues for the various categories of membership will be established by the SAME National Board of Direction. SAME National will disperse dues to the Post on a quarterly basis based on the number of Individual and Company/Public Agency Members in the Post.
   
3. A budget shall be submitted by the Post Treasurer annually prior to the beginning of the calendar year for review and approval by the Post Board of Directors.
   
4. The Post may establish a separate Education and Mentoring Fund, if the Post plans to raise funds and grant scholarships. Such Education and Mentoring Fund shall be administered in accordance with the SAME Financial Guidelines in addition to applicable state and local laws and regulations.
   
5. Upon dissolution of this Post, all assets will be forwarded to SAME National Office for inclusion into SAME’s Post Operations fund. Educational and Mentoring Funds will be included in the SAME Foundation.

Article VIII
Meetings and Activities

1. Regular meetings and technical, professional and social activities of the Post shall be developed and implemented to meet the goals and objectives set forth in SAME’s Strategic Plan. Such activities shall be planned to achieve participation of all segments of the Post membership.
   
2. The Post shall conduct an annual meeting that will include awards to recognize outstanding individuals, committees and company members. The Post’s annual meeting may be combined with a regular meeting held in the month coinciding with Post annual elections or installation of the new Board of Directors. (See Nominations & Elections, Article IX)
   
3. The President or Board of Directors may call for a special meeting at any time to conduct business of the Post. At least one week’s notice of time and place and purpose of the meeting shall be given to all members and only the business stated in the call shall be transacted at the special meeting.

Article IX
Nominations and Elections

1. The President on or before 01 October will form a Nominations Committee and name a chair. The Nomination Committee develops a slate of officers for each position as specified in Articles IV, obtaining input for such slate from the Board of Directors and a general call for nominations from members of the Post.
   
2. The minimum qualification for a person to be nominated or to nominate an individual for office is to be a member in good standing of SAME and the Post.
   
3. On or about 01 November members will be informed that a ballot with a proposed slate of candidates is available on the Post website. The Post will ensure wide dissemination of the availability of the ballot to members. Voting will be open no less than 14      days. A three- person committee will review the voting process to ensure that an open and fair election is conducted and to review the analytics. Candidates receiving a plurality of votes cast shall be declared elected to their respective positions. In the case of a tie vote between two or more candidates for the same office, the members of the Post Board shall decide by ballot between the candidates thus tied. A quorum is not needed for these general elections. The results of the election shall be transmitted to the Regional Vice President and the SAME National Office immediately following installation.
   
4. Following the election of Officers and Elected Directors, the new President may recommend additional Appointed Directors at any time during the year for approval of the Board of Direction.
   
5. The installation of the new Board of Directors shall occur at the next meeting of the Post but prior to or on the date of the beginning of the elected Officers’ and Directors’ terms of office.

Article X
Communications

1. Some form of communication with Post membership shall occur with regularity via one or more of the following mechanisms: presentations at meetings or activities; web site; electronic mail; Internet or list serve distribution; social media; or others deemed appropriate by the Post.
   
2. At a minimum the Post shall regularly communicate the following: a) list of Officers, Directors and Committee Chairs with their contact information; and b) activity announcements and registration information. The Post is required to communication regarding officer and director elections to the membership (See Nominations and Elections, Article IX)
   
3. The standard for the Post website shall be at a minimum one page including meeting schedule, location, Post Officers and Directors, with their email addresses. SAME National Office will assist Posts in achieving this minimum standard, as needed. The Post is encouraged to maintain its own website. If the Post develops its own website, the Post is responsible for regularly updating the material presented and for creating a link to the SAME National Office website and for ensuring compliance with Society website content and communication standards.
   
4. The standard for the Post newsletter shall be at least quarterly and distributed to all members of the Post via email.

Article XI
Voting and Quorum for Board of Directors

1. Voting on an issue shall be conducted after discussion is complete and a motion to vote has been made. Voting can be conducted in person, by conference or video call, or electronically. In person and video or conference call votes will immediately follow the discussion. Electronic votes may be used: (a) if time permits and (b) if an analysis of the discussion is provided for consideration.
   
2. Officers Elected and Appointed Directors are eligible to vote. Committee Chairs and Special Advisors are eligible to vote only if they also serve as a Post Officer or an Appointed or Elected Director. An individual is entitled to only one vote regardless of the number of positions or offices held at the Post. The Post President may also call for an electronic vote of all voting members on issues that he/she feels are important, in which case a majority vote is required to pass a motion.
   
3. The Post Board of Directors shall conduct business at regularly scheduled meetings or at special meetings, and Board members may participate by teleconference or other means of communication by which all participating members may hear one another. A quorum, consisting of at least three officers and directors, is required to conduct business. The affirmative vote of a majority of those in attendance (including those attending by teleconference) is required to pass motions, unless a higher percentage is required by these bylaws.

Article XII
Cooperation with Other Organizations

In the furtherance of Society goals and objectives, the Post will cooperate with other societies and organizations toward the improvement of the professional status and standards of the engineering, architecture and related professions to foster engineering education and the knowledge of engineering and associated sciences.

Article XIII
Amendments and Revisions

Amendments and/or revisions to Post By-laws may be made by a majority vote of the members, provided that the proposed amendment and/or revision has been previously approved by a majority vote of the Board of Directors, and further provided that it shall be provided to the Post membership at least fifteen days prior to the meeting along with an announcement of the date, time, and place of the meeting for the vote; and provided further that the amendment and/or revision is not in conflict or contradictory to SAME Constitution or Bylaws. (See Nominations & Elections, Article IX)