BYLAWS OF THE PROFESSIONAL ENGINEERS OF NORTH CAROLINA

PREAMBLE
Recognizing that service to the public, to the state and to the profession is a fundamental
obligation of the professional engineer, the Professional Engineers of North Carolina does
hereby dedicate itself to the promotion and protection of the professional engineer as a
social and economic influence vital to the health, safety and welfare of the community, the
state of North Carolina, the United States of America and all mankind.

BYLAW 1 – NAME OF THE ORGANIZATION

Section 1. The name of this organization shall be the Professional Engineers of North
Carolina, hereinafter called PENC.
Section 2. PENC is incorporated as a nonprofit organization under the laws of the state of
North Carolina.
Section 3. PENC is an Affiliated State Society of the National Society of Professional
Engineers, a national organization of like aims and purposes, hereinafter called NSPE.
PENC shall participate actively in all NSPE Meetings and other state/NSPE functions and
activities.
Section 4. PENC subscribes to and supports the NSPE Code of Ethics for Engineers.

BYLAW 2 - OBJECTIVES

Section 1. The objectives of this Society shall be to:
a. Advance and promote the public health, safety and welfare.
b. Advance the professional, social and economic interests of the professional
engineer.
c. Strive throughout the profession to make licensure more meaningful in terms of
acknowledgment of individual achievement in engineering as reflected by education
and practice, and encourage all qualified engineers to seek legal status through
licensure.
d. Unite all qualified engineers of the state in one organization.
e. Stimulate and develop professional concepts among all engineers.
f. Advance self-education and self-improvement, motivating practicing engineers to
upgrade and expand their competence by continuing study.
g. Develop the civic consciousness of members of the engineering profession, and
serve the public good by support of, and cooperation with public officials.
h. Represent the engineering profession in legislative matters in the interests of the
state and the profession.
i. Promote high standards of engineering education.
j. Establish and preserve high standards of ethical conduct and practice by members
of the profession.
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k. Cultivate public appreciation for the work of the engineer through improved public
relations, and provide a forum for effective exchange and advancement of
knowledge of matters of concern to the profession.
l. Assist young people in obtaining reliable information concerning the profession of
engineering.
m. Mentor young engineers and assist them in their career track toward licensure.

BYLAW 3 – MEMBERSHIP
Section 1. PENC has entered into a NSPE-State Society Agreement with NSPE under
which PENC has selected to be an Integrated Affiliated State Society. Integrated Affiliated
State Society shall be defined as follows:
a. A unified membership that includes national membership in NSPE and
membership in one State Society for professional members, offered at a
society-wide, single dues price point;
b. The discontinuance of new state-only membership effective June 30, 2018;
c. Grandfathering of existing state-only memberships current to the State
Society as of June 30, 2018, billed and administered by the State Society for
as long as the State Society chooses to support this membership category
and grandfathered state-only members maintain continuous state-only
membership.
d. A division of dues between NSPE and State Society based upon service/
capacity tiers;
e. Service/capacity tiers and placement within tiers, which shall be reviewed
and modified in consultation between the NSPE and participating State
Societies at the conclusion of the first fiscal year after implementation (June
20, 2019) and every other year thereafter and may be adjusted between
regular reviews if and when a material change in State Society
circumstances occur.
f. The establishment and maintenance of a single membership administration
and billing system managed by and the responsibility of NSPE.
g. PENC may create, support and administer categories of membership solely
at the state level for those individuals or businesses that do not otherwise
qualify for membership in one of the categories as defined by the NSPE
Bylaws.
h. Dues membership classes and requirements will be established and
maintained in the PENC Operating Procedures Membership Section.

BYLAW 4 - OFFICERS

Section 1. The officers of PENC shall consist of the president, president-elect, secretary,
treasurer, one or more directors-at-large, the PENC Delegate to the NSPE House of
Delegates and immediate past president.
Section 2. The president-elect, secretary and treasurer shall be elected for a term of one
year. The directors-at-large shall be elected for a term of three years. The president-elect
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shall automatically assume the presidency for the year following election. The PENC
Delegate to the NSPE House of Delegates shall be elected for a term of two years.
Section 3. Eligibility to nomination, election or retention of a position as an elective officer
of PENC shall be contingent upon residence or employment in the state and membership
in PENC.
Section 4. The duties of the officers shall be as defined in the operating procedures.
Section 5. The treasurer and the executive director (if this position is established) shall
provide security, at the expense of PENC, for such amount as may be determined by the
Board.
Section 6. The officers shall take office, and the president-elect elected the previous year
shall become president, on the first day of the Administrative Year following their election,
and shall hold office until their successors have been duly elected and installed.
Section 7. In the event the president becomes unable to serve, the president-elect shall
succeed the president and complete the term of office of the vacating president and then
their own term as president. The office of president-elect shall remain vacant until the next
Annual Meeting, at which meeting a president-elect shall be installed. A vacancy occurring
in any other position shall be filled through election by the Board, with the exception of the
chair of each Interest Group who shall be selected by that group. Any vacancy shall be
filled for the un-expired term of the officer being replaced.
Section 8. A Delegate to the NSPE House of Delegates shall be elected by PENC to
represent PENC at the NSPE House of Delegates Assembly, as set forth in Bylaw 5. This
member shall serve as Delegate for a two year term and shall be eligible to serve no more
than two consecutive terms.
Section 9. The Board of Governors will include all State Officers, the NSPE Delegate, and
one representative from each Chapter, as appointed by the Chapter.

BYLAW 5 - ELECTIONS

Section 1. Nominations for elective offices shall be made by the Nominating Committee or
by petition signed by 10 percent of the members eligible to vote or 50 such members,
whichever is less.
Section 2. The Nominating Committee shall be comprised of the most recent available past
president as its chair, and a minimum of two other members as set forth in the operating
procedures. No member may serve more than two (2) consecutive years and not more
than two years in a four-year period.
Section 3. The Nominating Committee shall canvass the membership for candidates for
office and shall offer one or more nominations for each office. No one who is a member of
the Nominating Committee shall be eligible for nomination to office.
Section 4. The Nominating Committee shall report the names of nominees, together with a
brief biographical sketch of each nominee, to the secretary by April 1st.
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Section 5. Nominations by petition must be delivered to the secretary by April 1st.
Nominees, by petition, may include members of the Nominating Committee.
Section 6. Whenever there is more than one nomination made for any office to be filled,
the Secretary shall prepare an official ballot that shall be mailed to each voting member in
good standing on or before April 15th. The official ballot shall contain a listing of all offices
to be filled and the nominations therefore. Voting shall be limited to these nominations for
office.
Section 7. Election of officers shall be made annually by a plurality vote on individual letter
or electronic ballots sent to all voting members of PENC in good standing. Procedures for
collecting and counting ballots shall be defined in the Operating Procedures.
Section 8. Election of the Delegate to the House of Delegates shall be made biannually by
a plurality vote on individual letter or electronic ballots sent to all voting members of PENC
in good standing, or by such other procedure as determined by PENC Board of Directors.
This ballot may be combined with the ballot for the election of Officers.
Section 9. The nominee for each office receiving the greatest number of votes cast for
office shall be declared elected for such office. The elected officers shall be known by the
title of the office to which elected, with the suffix “elect” until they assume the duties of their
respective offices.

BYLAW 6 - ADMINISTRATION
Section 1. The Administrative year of the Organization shall be July 1 through June 30 of
each year, but the Board of Governors may allow the officers to remain in office until new
officers are installed during the Annual Meeting.
Section 2. The Organization shall be administered by a Board of Governors herein referred
to as the Board. Within the provisions of this Constitution, the Board shall have full
authority and power to act for the Organization between meetings of the membership.
Section 3. The Board shall consist of the following:
(a) The elected officers of the Organization
(b) One Governor, preferably the President-elect, elected by each active chapter of
the Organization to represent the chapter on the Board;
(c) One Governor, preferably the Division Chairman, from each active Practice
Division.
Section 4. A majority of the Board shall constitute a quorum. An affirmative vote of a
majority of the Board present at any regular or duly called meeting shall be required to
pass any motion not inconsistent with the Constitution and Bylaws of the Organization.
Section 5. When action is required by the Board and it is impractical to convene a regular
meeting of the Board, the Board may meet by telephone or other electronic conference.
Any action so taken will have the same validity as a regular meeting of the Board, provided
that the quorum and vote for the telephone conference is in compliance with this Article.
The Board may also take action by mail ballot, or by email ballot provided that the vote for
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any member without email will be solicited by regular mail. In the case of mail or email
ballots, the votes for that action must be a majority of the Board.
Section 6. The Board shall have such powers and duties as are prescribed by the North
Carolina statutes and by this Constitution and shall determine all questions of policy.
Section 7. No elective member of the Board shall receive a salary or compensation, except
for expenses incurred in behalf of the Organization and as approved by the Board.
Section 8. The Organization shall be represented on the governing entity of the National
Society of Professional Engineers by national representatives as provided by the
Constitution and Bylaws of the National Society of Professional Engineers, and by the
bylaws of the Organization.
Section 9. The Board is authorized to appoint an Executive Director or staff as needed
when financial duties and other conditions warrant and to fix his or her compensation and
define his or her duties. The Executive Director, when so appointed, shall hold the
appointive office of Executive Vice- President and shall be an appointive ex-officio, nonvoting
member of the Board. Rolls and duties of additional staff shall be determined by the
Board.
Section 10. The Board shall be empowered to invest such funds as may be available to the
creation of a reserve fund. This authority may be delegated to the Executive Director. A
majority vote of the Board membership shall be required to authorize expenditures from
this fund in excess of amounts previously budgeted.
Section 11. The Board shall consider all questions brought before it involving the rights and
standing of members. All questions of an ethical nature brought before a meeting of the
Organization shall be referred to the Board without discussion. The Board shall hear and
decide all questions affecting the conduct of members, rendering a written report to the
membership before the next meeting. A member shall be given a formal invitation to be
present or represented at any Board meeting when his case is to be discussed.
Section 12. An Executive Committee shall be established as a standing committee of the
Organization. Membership of the Executive Committee shall be the officers of the
Organization. Representatives of the Organization to the governing entity of NSPE may, if
not an officer, serve on the Executive Committee during their NSPE tenure, at the
discretion of the Board.
(a) The President shall act as chairman of the Executive Committee. The Secretary
of the Organization shall serve as a secretary to the Executive Committee.
(b) The Executive Committee shall ensure effective operations and financial stability
of PENC. The Committee shall direct the administrative work of the Organization
and carry out the policies of the Board between meetings of the latter. The
Committee may also act on behalf of the Board, with the full authority of the Board,
on matters which arise and require action between Board meetings, except those
actions prohibited by N.C.G.S. 55A-8-25, provided that the Committee shall report
to the Board on all such actions at the next Board meeting.
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(c) A majority of the Executive Committee shall constitute a quorum and the majority
affirmative vote of those present shall govern.
(d) When action is required by the Executive Committee and it is impractical to
convene a regular meeting of the Committee, the Committee may meet by
telephone conference or other electronic conference. Any action so taken will have
the same validity as a regular meeting of the Committee, provided that the quorum
and vote for the telephone conference is in compliance with this Article. The
Committee may also take action by mail ballot, or by email ballot provided that the
vote of any member without email will be solicited by regular mail. In the case of
mail or email ballots, the votes for the action must be a majority of the Committee.

BYLAW 7 - MEETINGS
Section 1. PENC shall hold an Annual Meeting at such time and place as may be selected
by the Board, which meeting shall be open to all members and their guests.
Section 2. Special meetings of PENC shall be called by the president, on a two-thirds vote
of the Board or upon petition by 50 members of PENC, or 10 percent of the membership,
whichever is less.
Section 3. The Board shall hold a regular meeting in conjunction with each meeting of the
Organization, and at least twice during the year thereafter as directed by the President or
on the petition of a majority of the Board.

BYLAW 8 - CHAPTERS
Section 1. The membership of PENC shall be organized into chapters (as determined by
the Board with boundaries outlined in the Operating Procedures). The Board of Governors
shall authorize and charter such chapters; defining boundaries as may best serve the
members of PENC. Each chapter thus formed shall have a minimum of 10 voting
members. All members of the chapter shall also be members of the State Society and/or
NSPE.
Section 2. The Board of Governors shall have authority to make rules and regulations for
and decisions affecting the chartering, combining or dissolving of chapters.
Section 3. Each chapter chartered by PENC shall adopt such Bylaws for its operation as it
may deem proper; provided that nothing contained therein shall conflict with or contravene
the Bylaws of PENC. Such Bylaws and any changes thereto are subject to approval of the
Board.
Section 4. Chapters shall engage only in such activities as are consistent with the
objectives of PENC. Such activities shall be restricted to the geographical area, for which
the chapter is chartered, except as authorized by the Board.
Section 5. In all matters of local concern not covered by these Bylaws, chapters shall
retain full autonomy, but may call upon PENC and NSPE for advice, counsel and
assistance.
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Section 6. Chapters shall not contract any debt or obligation on behalf of PENC unless
expressly authorized by the Board.
Section 7. The fiscal and administrative years of the chapters shall be concurrent with
those of PENC.
Section 8. Student members in engineering colleges and universities may be organized
into student chapters, as provided in the Operating Procedures.

BYLAW 9 - INTEREST GROUPS
Section 1. To further the objectives of PENC, it may establish Interest Groups.
Section 2. The Board of Governors may sanction the creation or order the dissolution of
Interest Groups as provided in the Operating Procedures.

BYLAW 10 - COMMITTEES
Section 1. Such committees as may be appropriate shall be established as provided in the
Operating Procedures.
Section 2. The duties of committees shall be defined by the President and approved by the
Board.
Section 3. Appointments to committees shall be made as set forth in the Operating
Procedures.

BYLAW 11 - AMENDMENTS
Section 1. Amendments to these Bylaws may be proposed to the Board by: (a) the
Executive Committee; (b) a petition signed by not less than 10 percent of the members of
this Society or 50 such members whichever is smaller, or (c) one-third (1/3) membership of
the Board. The proposed amendments will be published to the membership a minimum of
30 days prior to a vote by the Board.
Section 2. An amendment to these Bylaws shall become effective upon the affirmative vote
of two-thirds of the Board of Governors. A minimum of 15 days must pass between the
presentation of the amendment proposal to the Board and the vote to approve or
disapprove the amendment proposal.

BYLAW 12 – SAVINGS CLAUSE
Section 1. Any article or section of the Bylaws and Operating Procedures found to be in
conflict with the NSPE Bylaws and the NSPE-State Society Agreement shall be null and
void. However, this shall in no way invalidate the remaining articles and sections of the
Bylaws and Operating Procedures.

BYLAW 13 - DISSOLUTION
Section 1. PENC shall use its funds only to accomplish the objectives and purposes
specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the
members of PENC. On dissolution of PENC, any funds remaining shall be distributed to
one or more regularly organized and qualified charitable, educational, scientific or
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philanthropic organizations to be selected by the Executive Committee and voted on by the
Board.

BYLAW 14 - EFFECTIVE DATE
Section 1. These Bylaws shall become effective upon its adoption in the manner
prescribed for voting on amendments and thereupon the previous Constitution and/or
Bylaws and prior amendments thereto are repealed.
Adopted_________________________
Last Amended _______________________
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