Bylaws of Certified Municipal Separate Storm Sewer System Specialist, Inc.

A Non-Profit Corporation

IMPORTANT!
The current version of the Bylaws is the one available on the CMS4S, Inc. web site (www.cms4s.org). If there is a difference between the printed version and the online version, use the online version.

Article I - Offices

Section 1. Principal Office

The principal office of Certified Municipal Separate Storm Sewer System Specialist, Inc. (which shall be referred to in these By-laws sometimes as "the Corporation" and sometimes as "CMS4S") shall be located at 49 State Street, Marion, North Carolina 28752 in the United States of America.

Section 2. Registered Office

The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. Notice of any change in the registered office shall be filed with the Secretary of State of North Carolina.

Section 3. Other Offices

The corporation may have offices at such other places, either within or without the State of North Carolina, as the CMS4S Council may from time to time determine, or as the affairs of the Corporation may require.

Article II - Purpose and Mission

Section 1. Purpose

The general purpose for which CMS4S is organized is to certify qualified individuals as being a "Certified Municipal Separate Storm Sewer System Specialist" and to promote the common business interest of such persons. An individual so designated must demonstrate prior to certification, through education, experience and examination, and satisfactory knowledge of MS4 Program Coordination. The requirements, standards and procedures for the examination, issuance of certification and removal of certification shall be established and administered by the Council of CMS4S in accordance with these By-laws.

Section 2. Mission

The public demands evidence of professional competence from persons whose activities affect the physical and economical well being of people throughout the world. Such professionals increasingly must be able to show evidence of their qualifications. CMS4S issues certification to individuals based upon thorough examination and review of such person's educational, scientific and service knowledge, training, experience and activities in both the public and private sector. CMS4S has developed standards and procedures for certifying persons who are qualified to practice as coordinators of MS4 Programs.

Applicants who demonstrate and establish an acceptable level of competence through the application review process and an examination process are eligible to be certified as a Certified Municipal Separate Storm Sewer System Specialist (CMS4S). The certification process is based upon scholarly preparation, knowledge and experience of the applicant.

Article III - Registrants, Fees and Meetings

Section 1. Registrants

A person who (1) successfully completes the requirements for certification established by CMS4S, (2) remains current in his or her requirements for Professional Development Units (PDUs), (3) remains current in paying all fees associated with such certification and renewal, and (4) subscribes and adheres to the purposes, policies and code of conduct and ethics of CMS4S shall receive certification as being a "Certified Municipal Separate Storm Sewer System Specialist" and shall be listed by CMS4S as a Registrant in good standing. Registrants in good standing shall be treated as the members of this nonprofit corporation and shall be entitled to have voting privileges in connection with CMS4S activities that are brought before the Registrants.

Section 2. Fees

The CMS4S Council shall establish fees for applicants seeking certification by CMS4S and a schedule of annual renewal fees of Registrants who have previously been certified. Certification of a Registrant shall be suspended if required fees are not paid per the Certification Procedures and Standards, Article II, Section 3.

Section 3. Meetings

There shall be an Annual Meeting of Registrants. This meeting shall be the last meeting of the Council each fiscal year. At the Annual Meeting, the Registrants in good standing who are in attendance shall have the right to vote on matters brought to the registry.

Article IV - CMS4S Council

Section 1. General Powers

The business and affairs of CMS4S shall be managed by the CMS4S Council, who shall function as a board of directors for this nonprofit corporation. The Council Executive Committees shall have authority to make operational, management and policy decisions on behalf of the Council between meetings of the Council in accordance with these By-laws.

Section 2. Members and Terms

1. The CMS4S Council shall consist of not less than three (3) nor more than fifteen (15) members. The number of members of the Council shall be determined by the Council from time to time.
2. The term of office for members of the Council shall be three years. Members of the Council may serve no more than two consecutive terms but may be re-elected after an absence of at least one year thereafter. (also see Article IV, Section 3)
3. The immediate past Chair of the CMS4S Council whose membership on the Council otherwise would have come to an end shall be a member of the Council until such time as there is a new immediate past Chair.

Section 3. Election of Regional Council Members

The Registrants in each CMS4S Region shall, through procedures established by the Council, elect one person every three years to membership on the CMS4S Council, to serve for a term of three years. The boundaries of CMS4S Regions shall be established by the Council so as to align political, social or geographic groups of Registrants with similar interests that will help to advance the purposes and goals of CMS4S. The boundaries of the Regions may be adjusted from time to time at the discretion of the Council.

Section 4. Vacancies

A vacancy occurring on the Council may be filled by a majority of the remaining Council members, and the Council member so elected shall serve the unexpired term of the Council member replaced thereby.

Section 5. Removal

Council members may be removed from office with or without cause by a vote of a majority of the Council members. In the event any Council member is so removed, a replacement Council member to serve the remainder of the term may be elected at the same meeting. If the Council member removed was elected by a CMS4S Region, the replacement member shall be from the same Region.

Section 6. Chair

There shall be a Chair of the Council who shall be elected by the Council members from their number at every other Annual Meeting (in even numbered years) of the Council. The term of office of the Chair of the Council shall be two years. The Chair is not eligible for re-election until the individual has been out of the Chair's position for one year. The Chair shall preside at all meetings of the Council thereafter and perform such other duties as may be directed by the Council.

Section 7. Special Meetings

Special meetings of the Council may be called by or at the request of the Chair, at the request of any two Council members, or at the request of one Council member and the Executive Director of EnviroCert International, Inc, who shall also be the Executive Director of this Corporation. Such meetings may be held either within or without the State of North Carolina.

Section 8. Notice of Meetings

1. All meetings shall be held with advance notice of at least seven (7) days, such notice to be provided by any usual means of communication, which may include mail, fax or e-mail. Such notice need not specify the purpose for which the meeting is being called.
2. Attendance by a Council Member at a meeting shall constitute a waiver of any deficiency in the notice of such meeting, except where a Council Member attends a meeting for the express purpose of objecting to the transaction of any business therein transacted, but only if the Council Member does not further participate in any additional discussion or action in connection therewith.

Section 9. Informal Action by Council

Action taken by a majority of the Council without a meeting is nevertheless Council action if written consent to the action in question is signed by all the Council members and filed with the minutes of the proceedings of the Council, whether done before or after the action so taken.

Section 10. Quorum

A majority of the Council Members shall constitute a quorum for the transaction of business.

Section 11. Voting

Whenever a quorum is present at the time a vote is taken, the affirmative of the majority of Council Members present shall be the act of the Council. A Council Member who is present at a meeting when action is taken is deemed to have assented to the action unless the Council Member objects at the beginning of the meeting as provided herein, unless such Council Member's dissent or abstention is entered in the minutes.

Section 12. Meeting by Telephone Conference Call

A special meeting of the Council may take place by means of telephone conference call, provided all notice requirements are satisfied and provided all Council members can participate simultaneously during the course of the meeting.

Section 13. Ex-Officio Members

The following persons shall be ex-0fficio members of the CMS4S Council and shall thereby be allowed to attend and speak at meetings of the Council but shall not have a vote on matters brought before the Council: Past Chairs of the Council who are no longer in the category of being the immediate past Chair of the Council, and the Executive Director of EnviroCert International, Inc., who shall be the Executive Director of CMS4S, Inc.

Section 14. Rules of Order

The rules contained in the most recent edition of Robert's Rules of Order, Revised, shall govern all meetings of the Board of Directors unless there is a specific provision provided to the contrary within these By-laws.

Section 15. Compensation

Because this is a 501(c)(6) non-profit corporation, no Council members may be compensated for their services, although they may be reimbursed for travel expenses in connection with attending meetings of the Council or other meetings for official corporation matters. The basis for and amounts of reimbursement shall be developed by the Council and shall be recorded in the Financial Policies and Procedures Handbook of EnviroCert International, Inc., the central organization for this Corporation and for the other subordinate affiliated non-profit corporations.

Article V - Committees

Section 1. Generally

The Council may create such committees as are necessary from time to time to assist the Council.

Section 2. Executive Committee

An executive committee of the Council shall be a standing committee. Membership of the Council Executive Committee shall consist of the current Chair of the CMS4S Council, the immediate Past Chair, the Technical Vice-Chair, the Administrative Vice-Chair and the Financial Vice-Chair. The Executive Director of CMS4S, Inc. (the same person as the EnviroCert International, Inc.) shall be an ex-officio member of the Executive Committee. The Council Executive Committee shall have the full and complete authority to make operational, policy and management decisions in connection with the management of the business and affairs of CMS4S during intervals between meetings of the CMS4S Council.

Section 3. Minutes

Each Committee shall keep a written record of minutes of each meeting. The minutes shall be distributed to all members of the Council within 30 days after the conclusion of each meeting.

Section 4. Ethics Committee

The Ethics Committee of the CMS4S Council shall be a standing committee. There shall be three persons on this committee, one of whom shall be the Administrative Vice-Chair of CMS4S who shall serve as the Chair of the Ethics Committee. Two other members of the CMS4S Council shall be appointed by the Council Chair to fill the two additional slots on the Ethics Committee. The term of membership on the Ethics Committee shall be two years. The Ethics Committee shall periodically review the CMS4S Code of Conduct and Ethics, receive and act upon requests for investigations of violations by Registrants of the CMS4S Code of Conduct and Ethics and shall establish and follow a formal review process for Registrants who are alleged to have violated the CMS4S Code of Conduct and Ethics.

Section 5. Application Review Committee

The Application Review Committee shall be a standing committee whose function is to implement a formal review process for individuals who have made application to CMS4S to become a certified professional and Registrant. The Application Review Committee shall consist of three persons, the Administrative Vice Chair (who shall serve as the Chair) and two additional members of the CMS4S Council to be appointed by the Chair.

Section 6. Peer Review Committee

The Peer Review Committee shall be a standing committee of the CMS4S Council. The Technical Vice-Chair of the CMS4S Council shall be one of the members and shall also serve as Chair of this committee. The Chair of the CMS4S Executive Committee shall appoint two additional members of the CMS4S Council to be the other two members of the Peer Review Committee. This Committee shall review the CMS4S examination content, as well as the content of training courses, tutorials, instructor credentials and content of other courses approved by CMS4S for Professional Development Units. All decisions in regard to the hiring and terminating of instructors shall be made by the Peer Review Committee.

Article VI - Officers

Section 1. Officers

The officers of CMS4S shall consist of Council Chair (who also shall be Chair of the Council Executive Committee), immediate Past Chair, Technical Vice-Chair, Administrative Vice-Chair and Financial Vice-Chair. No officer shall hold more than one office at a time. All officers serve a 2 year term and may not be re-elected without having been out of the office for at least 1 year.

Section 2. Election and Term

Officers shall be elected by the Council at the first meeting of the Council in each calendar year. All officers must be a current member of the Council which is to take office at the beginning of the Fiscal Year. The term of office for all officers shall be for two years. Newly elected Officers shall take office on April 1st following election and serve for two years (the fiscal year of the corporation). Officers shall be elected on a rotating basis. The Chair and Administrative Vice-Chair shall be elected in even numbered years. The Financial Vice-Chair and Technical-Vice Chair shall be elected in odd numbered years.

Section 3. Vacancy

Any vacancy occurring shall be filled by the Council at a special meeting duly called for such purpose or at the annual meeting. Replacement officers shall serve for the remainder of the term for which they are chosen.

Section 4. Chair of the Council

The Chair of the CMS4S Council shall also be the Chair of the CMS4S Executive Committee, and this person shall be the Chief Executive Office of CMS4S. Subject to the control of the Council Executive Committee, the Chair shall supervise and control the management of CMS4S in accordance with these By-laws and in conjunction with the EnviroCert International, Inc. Executive Director.

Section 5. Administrative Vice-Chair

The Administrative Vice-Chair shall oversee the Administration of CMS4S and shall work closely with the Executive Director of EnviroCert International, especially in matters dealing with Ethics Committee, Marketing Committee and shall provide liaison with other supporting organizations in furtherance of CMS4S and its Registrants. The Administrative Vice-Chair shall perform the functions of a Secretary to the Council and shall keep accurate records of the acts and proceedings of all meetings of the Council and of the Council Executive Committee and shall issue all notices required by law and by these By-laws.

Section 6. Financial Vice-Chair

The Financial Vice-Chair shall function as the Treasurer of CMS4S and shall also have general charge of maintaining the corporate books and records and all funds, financial investments and securities of CMS4S. The Financial Vice-Chair and/or the Executive Director of CMS4S, Inc. shall be designated by the Council Executive Committee as the person upon whose signature or authority funds may be disbursed or transferred. The Financial Vice-Chair further shall supervise and have authority to prepare a budget, audits and to provide appropriate accounting for expenses, dues, taxes, compensation for employees, fee structures and all matters regarding the finances of CMS4S.

Section 7. Technical Vice-Chair

The Technical Vice-Chair shall oversee the technical activities of CMS4S, including without limitation the educational activities, training courses, tutorials, content of examinations, credentials for instructors, and information regarding courses, and Professional Development Units.

Section 8. Past Chair

The Past Chair shall exercise the powers of the Chair during absence or inability to act by the Chair. Within one year of assuming the position of Past Chair, such person shall prepare and present to the Council a report providing historical perspective for CMS4S of all activities during such person's tenure as Chair. The report shall also include without limitation information regarding policies, procedures, By-laws, organizational structure and legislative and regulatory languages and other significant events. The report further shall contain any suggested recommendations for any changes in any of the matters involving CMS4S that could favorably impact upon CMS4S and its Registrants.

Section 10. Removal

Any officer may be removed by the CMS4S Council or Council Executive Committee with or without cause by a majority vote of the members present when there is also a quorum present.

Section 11. Resignation

An officer may resign at any time by communicating such resignation in writing to the CMS4S Council. A resignation shall be effective when it is communicated unless the notice specifies a later effective date.

Section 12. Vacancies

Vacancies in any officer positions shall be filled by the CMS4S Council Executive Committee.

Section 13. Compensation

Because this is a non-profit corporation, no Officers may be compensated for their services rendered in their capacities as officers of CMS4S. However, officers may be reimbursed for their travel expenses incurred in connection with their attending meetings they are required to attend for official corporation matters or meetings that would be expedient for the interests of CMS4S for them to attend.

Article VII - Administrative Matters

Section 1. Generally

Staff support for the CMS4S Program shall be provided by EnviroCert International, Inc.

Section 2. Executive Director

EnviroCert International, Inc. (the central organization over this and the other subordinate affiliated non-profit corporations referred to herein) shall hire a person to serve as the Executive Director of EnviroCert International, Inc. who shall also be the Executive Director of CMS4S, Inc. The Executive Director shall be the Chief Administrative Officer of CMS4S, Inc. and shall work to coordinate and manage the affairs of CMS4S, Inc. The Executive Director shall further participate in the formulation of the mission, goals, business, objectives and policies of the Council. He/she shall organize, coordinate, control and direct the staff, programs and activities of the Council.

Section 3. Staffing

The Executive Director shall establish the organizational structure for the headquarters office for CMS4S and for all related staffing needs. He/she shall recommend to the Council Executive Committee the creation of any new staff positions and shall hire such persons as needed to fill authorized positions. He/she shall administer an effective personnel program which includes position descriptions, performance standards, performance appraisals, compensation system, professional development criteria, and dismissal actions in keeping with appropriate legal and statutory requirements. The Executive Director shall establish administrative policies and procedures for functions of the CMS4S headquarters.

Section 4. Property and Equipment

The Executive Director shall have responsibility over all property and equipment that is purchased, donated or otherwise acquired by CMS4S.

Article VIII - Contracts, Loans, Checks, Deposits

Section 1. Contracts

The Council may recommend that the Executive Director enter into any contract or execute and deliver any instruments on behalf of the Corporation, and such authority may be general or confined to specific instance.

Section 2. Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts

All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Council.

Section 4. Deposits

All funds of the corporation not otherwise utilized shall be deposited from time to time to the credit of the Corporation in such depositories as the Council as EnviroCert International, Inc. shall direct.

Article IX - General Provisions

Section 1. Seal

The corporate seal of the Corporation shall consist such seal as is impressed on the margin hereof.

Section 2. Fiscal Year

Unless otherwise ordered by the Council, the fiscal year of the corporation shall be from April 1 through March 31 of the following year.

Section 3. Amendments

These By-Laws may be amended or repealed and new By-laws may be adopted by the affirmative vote of a majority of the Council then holding office at any regular or special meeting of the Council, provided advance notice as to the repeal or amendments must be given to the Council at least fifteen (15) days before the meeting where such issues are to be decided.

Section 4. Gifts and Donations

Any gift or donation to the Corporation shall be subject to the approval and acceptance by the Council.

Article X - Section 501(c)(6) Corporation

1. This Corporation is organized for non-profit purposes, as an association of persons having a common business interest and desiring to promote such interest, under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
2. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its Directors, trustees, officers, members, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and as permitted by section 501(c)(6) of the Internal Revenue Code.
3. The activities of this Corporation shall be directed to the improvement of the business conditions applicable to the purposes of this Corporation set forth in the Articles hereof and in these By-laws. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.
4. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to such organization or organizations that are organized and operated for non-profit purposes as closely aligned as possible to the purposes and objectives of this Corporation which shall at the time qualify as an exempt organization or organizations organized and operated under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XI - Indemnification

1. Any person who at any time serves or has served as a director of the Corporation shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) expenses, including reasonable attorneys' fees, actually and necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and whether or not brought by or on behalf of the Corporation, arising out of his or her status as such director, or his or her status as an officer, employee or agent of the Corporation, or his or her service, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, or his or her activities in any of the foregoing capacities, and (b) any liability incurred by him, including without limitation, satisfaction of any judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty or settlement, for which he or she may have become liable in connection with any such action, suit or proceeding.
2. The Board of Council members of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by these By-laws, including without limitation, to the extent necessary, (a) making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her and (b) giving notice to and obtaining approval by the Corporation.
3. Expenses incurred by a director in defending an action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director to pay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation against such expenses.
4. Any person who at any time after the adoption of these By-laws serves or has served as a director of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein, and any modification or repeal of these provisions for indemnification shall be prospective only and shall not affect any rights or obligations existing at the time of such modification or repeal. Such right shall inure to the benefit of the legal representatives of any such person, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of these By-laws, and shall not be limited by the provisions for indemnification in Section 55A-8-51 through 55A-8-56 of the North Carolina Nonprofit Corporation Act or any successor statutory provisions. Any person who is entitled to indemnification by the Corporation hereunder shall also be entitled to reimbursement of reasonable costs, expenses and attorneys fees incurred in obtaining such indemnification.

Dated this the 21st of June, 2010.

Original signed by Harry R. Stark

Administrative Vice Chair

Certified MS4 Specialist, Inc.