Articles of Incorporation of the California Council of Testing and Inspection Agencies
The name of this corporation is CALIFORNIA COUNCIL OF TESTING AND INSPECTION AGENCIES.
A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes and is organized and to be operated exclusively for scientifi, testing for public safety, and educational purposes within the means of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States internal revenue law.
B. The specific purpose of this corporation is to foster, promote, and encourage by means of education, the practice and profession to provide engineering testing and inspection services (a) for the construction of structures, (b) for the purpose of improving public safety in connection with the construction of structures, (c) to facilitate the making of such engineering testing services connected with the construction of structures available to the public, (d) to develop high standards of performance in the science of such engineering testing, (e) to promote advanced knowledge and learning in the science and practice of such engineering testing, and (f) to promote and maintain a high standard of integrity and ethical conduct in the practice of such engineering and inspecting.
C. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on by a corporation (1) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (2) contributions to which are deductible under Section 1701(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.
D. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.
E. All corporate property is irrevocably dedicated to the purposes set forth in this Article II. No part of the net earnings of this corporation shall inure to the benefit of any private person. Upon dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for scientific, educational, or testing for public safety purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
The name and address in the State of California of the corporation’s initial agent for service of process are:
Michelle K. Hemsley
c/o Dynamic Consultants, Inc.
415 Fairchild Drive
Mountain View, California 94043
The corporation is for one class of members. Each member shall have one vote in any election or other matter presented to the members for a vote.
DATE: June 29, 1994
/s/ROBERT M. RIGNEY, Incorporator
I declare that I am the person who executed the above Articles of Incorporation, and that this instrument is my act and deed.
DATE: June 29, 1994
/s/ROBERT M. RIGNEY, Incorporator
By-Laws of the California Council of Testing and Inspection Agencies
Article I – Membership
A. Requirements of Membership: To be eligible for membership, a firm must practice in the constructions materials engineering, testing, and inspection, and/or geotechnical engineering disciplines and must comply with all the following requirements:
1. All construction material testing and inspection services provided by the firm shall be under the direction and supervision of a registered professional engineer who is a full-time employee of the firm. The firm shall render such services in conformance with one or more of the following standards: ASTM C1077, ASTM C1093, ASTM D3666, ASTM D3740, ASTM E329, ASTM E543, AASHTO R-18, ANSI/ISO/IES 17020, and/or ANSI/ISO/IES 17025.
2. The firm must be a legal entity in itself.
3. More than seventy-five percent of the firm’s business must be for the public, in lieu of special interests or for those with part or whole ownership of the firm. It shall not be affiliated with any academic or governmental institution, nor with any outside interest or manufacturing companies, nor any trade organization in any manner which might affect its capacity to maintain its independence. Further, its test reports, directly or indirectly, may not be used to endorse, certify, advertise or otherwise promote the sale or public acceptance of any product or services offered by any company with which the firm is legally and/or financially associated.
4. The firm shall have at least three years of proven business financial stability and professional experience.
5. A firm is not eligible for membership nor can it remain a member if it is owned in part or whole by another member firm.
6. The firm shall comply with the Council’s guidelines of practice and any professional standards applicable to the disciplines for which it offers services. It shall possess all legally required licenses, certificates, and registrations in the disciplines of service it provides.
7. The firm must have an office located and doing business in the State of California.
B. Admission of Membership: An applicant for membership shall give such written or oral account of the firm’s professional practice together with such credentials as the Executive Board may require in order to ascertain compliance with the qualifications for membership.
C. Perfection of Membership:
1. Any firm believed to meet the requirements for membership as set forth in Article I may apply for membership by submitting the required information and references to the Membership Committee.
2. The Membership Committee shall review the application data and, if found complete, send it to the Executive Board.
3. The Membership Committee shall also, by letter or electronic mail, notify all current members of the name and address of the prospective member.
4. The President, thirty days after announcement of the candidate, may assign two current member firm representatives to visit the prospect. Their reports, together with the application, letters of reference, and other documentation relevant to eligibility and qualifications will be submitted to the Executive Board.
5. The President will place the pending application on the Agenda for the next regularly scheduled Board Meeting.
6. The Executive Board shall admit to membership only such firms as will, in its discretion, uphold and advance the purposes for which this Council is formed.
7. The candidate, upon satisfying all requirements for membership, and upon favorable vote by the Executive Board, shall be notified of election to membership. Upon the elected applicant’s subscription to the Articles of Incorporation and By-Laws of this Council, and the paying of dues and fees required, the firm shall be enrolled as a member.
D. Withdrawal from Membership: Any member whose dues are paid up currently may, upon request to the Executive Board, voluntarily resign from membership. A member who ceases to possess the qualification for membership stated in this Article shall voluntarily resign from membership as provided in the section within six months of such disqualification.
E. Reinstatement: A voluntarily resigned member who is qualified for membership may be reinstated to membership upon application as provided in these sections of Article I, except that no entrance fee may be required.
Article II – Fees and Dues
A. Fees: The entrance fees for members shall be established annually by the Executive Board. The entrance fee shall be paid by each prospective new member, prior to being granted membership, as described in Article I.
B. Dues: The annual dues shall be established by a majority vote of the members attending the November meeting upon recommendation of the Executive Board. Dues shall become due and payable by January 1st of each year. Dues for new members will be prorated to the nearest quarter to the date of admission.
C. Failure to Pay Dues: Any member who fails to pay dues for a period of three months after written notice from the Council may be dropped from membership upon order of the Executive Board and thereupon shall be dropped from the roll of members and lose all rights of membership.
Article III – Officers and Their Duties
A. Officers: The Executive Board of the Council shall consist of four Officers; President, Vice President, Secretary, and Treasurer; four Directors; and the Immediate Past President. Members of the Executive Board must be employed by one of the member firms. Only one employee at a time from a member firm may serve on the Executive Board. The Secretary and Treasurer positions ay be jointly held by one person.
B. Election of Officers and Directors:
1. The Executive Board shall consist of nine (9) members, unless the Secretary and Treasurer positions are jointly held by one person in which case the Executive Board shall consist of eight (8) members, all of whom shall be in good standing.
2. The President, Vice President, Secretary and Treasurer shall be elected annually for a term of one year. One person may jointly hold the Secretary and Treasurer positions.
3. Directors shall be elected annually for a term of two years. The four Directors shall be elected in groups of two in alternating years, thereby having two positions open for election each year.
4. The President, Vice President, and Directors having served a full term after having been elected to that office, shall be ineligible for reelection to that same office until the lapse of at least two years.
5. All new officers and directors shall be elected in the following manner:
a. At least eight weeks before the date of the Annual Business Meeting, the President shall appoint a nominating committee of three members. In appointing this committee, due regard shall be given to the geographical distribution and professional classification of the members.
b. Within two weeks after being appointed, the Nominating Committee shall meet and nominate candidates for officers and directors, with at least one candidate for each vacancy to be filled. The nominations shall be made with due regard to the geographical distribution and professional classification of the members, so that the Executive Board as finally constituted will be representative of the entire membership.
c. Not less than three weeks before the date of the Annual Business Meeting, a ballot shall be sent to each member in good standing containing the names of the candidates designated by the Nomination Committee and a space to write-in candidates. The ballots shall be returned within ten days to the Secretary in an unmarked envelope enclosed in a signed outer envelope. The President shall appoint a teller’s committee, consisting of three members, who shall meet within one week after return of the ballots and canvass the returns. The results shall be immediately transmitted to the Executive Board, and be announced at the Annual Business Meeting. In the event of a tie vote for any officer or director, the deciding vote shall be resolved by the current officers and directors.
C. Vacancies: Should a vacancy occur in the Executive Board within three months of the end of the elected term, that position shall be left vacant, with any relevant duties of the position distributed amongst the remaining Officers and/or Directors. Should a vacancy occur in the Executive Board with three or more months reamining in the elected term, the remaining members of the Executive Board shall appoint a member to fill such vacancy until it can be filled as provided for by election. A vacancy shall automatically occur when an elected individual becomes no longer employed by the firm under which election occurred.
D. Meetings of the Executive Board: The Executive Board of the Council shall meet at least annually and upon call of the President. Three of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board.
Article IV – Duties of the Executive Board and Officers
A. Duties of the Executive Board:
1. The governing authority of the Council shall be vested in the Executive Board, which shall have all the powers accorded to it by the California Nonprofit Public Benefit Corporation Law. The Executive Board is empowered to transact all business of the Council and except in matters pertaining to membership, may delegate its authority to one or more officers or employees of the Council.
2. The Executive Board may appoint an Executive Secretary, who shall serve at the pleasure of the Executive Board, and whose salary and expenses shall be agreed upon by contract with the Council represented by the Executive Board. This person shall be bonded in sufficient amount, in the opinion of the Executive Board, to cover the current liquid assets of the Council and the premiums of this bond shall be an expense of the Council.
B. Duties of the President: The President shall preside over all meetings of the membership and of the Executive Board; and shall exercise general supervision over all the affairs of the Council.
C. Duties of the Vice President: In the absence or disability of the President, the Vice President shall serve in the President’s stead.
D. Duties of the Secretary:
1. The Secretary shall keep complete minutes and records of all proceedings of the Council at meetings of the membership and meetings of the Executive Board. The Secretary shall exercise general supervision over the records and files and shall perform such other duties appertaining to the office of the Secretary as may be assigned by the Directors.
2. If an Executive Secretary is employed, the Secretary shall exercise general supervision over the records and files of the Executive Secretary.
E. Duties of the Treasurer:
1. The Treasurer shall exercise management of the finances of the Council and shall perform such other duties appertaining to the office of Treasurer as may be assigned by the Executive Board.
2. The Treasurer shall draw checks for payment of bills approved for payment by the Executive Board. Each check so drawn shall bear the signature of any of the following: the Treasurer, or by such members of the Executive Board as shall be designated for the purpose by resolution of the Executive Board.
F. Duties of the Directors: Directors shall maintain an interest in all responsibilities and activities of the Council and should expect and accept appointment by the President in committees and special tasks. The Directors are also charged with reviewing the policies and performance of Council officers and assuring that these are responsive to the needs and desires of the membership.
G. Duties of the Immediate Past President: The Immediate Past President shall have the same duties and responsibilities as a Director. In addition, the Immediate Past President shall assist with changover to the new President.
Article V – Membership Meetings
A. Annual Business Meeting: Each year and at least six weeks in advance, the Executive Board shall designate and subsequently give written notice to each member of the date and location of the Annual Business Meeting.
B. Other Meetings: Other meetings of the membership may be called with ten days notice by order of the Executive Board, or shall be called by order of the President or Vice President upon written petition by ten or more members. A minimum of two meetings of the membership shall be held each year.
C. Quorum: Those members of the Council in attendance constitutes a quorum for the transaction of business; a majority vote by those members voting at any meeting constitutes the transaction of business; a majority vote by those members voting at any meeting constitutes the decision of the membership upon the matter submitted to it except as provided in Article VII of the Articles of these By-Laws.
Article VI – Regular and Special Committees
A. Appointment: The President shall appoint all chairmen and members of committees, with the approval of the Executive Board, and shall be an ex-officio member of all committees.
Article VII – Amendments to By-Laws
Amendments to the By-Laws may be initiated by a petition signed by ten members or by the Executive Board. These By-Laws may be amended in any particular by the affirmative vote of the membership in the following manner: A notice of the proposed amendment or amendments shall be given to each member of the Council, includig a ballot to vote in favor or not in favor of the proposed amendment or amendments A ballot return due date must be provided in the notice. Within one week after the return due date, a committee shall be appointed by the President to canvass the ballots, and upon its determination that a simple majority of the membership has cast a ballot, and that a majority of said ballots cast favor the amendment or amendments, they shall thereupon by amended accordingly. Should the committee determine that the required majority of the membership is not in favor of the amendment or amendments, it shall declare the proposed amendment or amendments not adopted and these By-Laws shall not be affected thereby.
Adopted: June 29, 1994
Amended: May 25, 2000
Amended: July 26, 2012