Article V - CPESC Council

Section 1. General Powers

The affairs of CPESC, Inc. shall be managed by the Council Executive Committee (officers) of the CPESC Council in accordance with the provisions of applicable law, the Articles of Incorporation and these bylaws.

Section 2. Number of Council Members

The number of Council members of CPESC, Inc. shall not be less than the number of CPESC, Inc. Regions designated, with the addition of the members of the CPESC Council Executive Committee (officers of the CPESC Council) and the two (2) appointed at-large members (one from each of the founding partners, IECA and SWCS). The Council shall have voting and non-voting members.

Council Members eligible to vote shall consist of the CPESC, Inc. regional representatives, members of the executive committee and the two at-large members from the founding partners.

Non-Voting members shall be other individuals appointed to the council by a majority vote of the Council. Non-Voting members include but are not limited to chairman of committees to the Council.

Non-Voting members of the Council may be designated as voting members by a majority vote of the present and eligible voting Council members. The eligibility to vote can be designated for either a specific purpose or length of time.

Section 3. Term and Qualifications

The Council members shall be elected to serve for a term of three years. Council members may not be elected to serve more than two consecutive terms.

Section 4. Election of Council Members

Council members shall be elected by each individual CPESC, Inc. Region at least three months prior to the close of the current term of the fiscal year (March 31st). If a regional Council member is not elected by the start of the first regular calendar meeting of the Council Executive Committee (the IECA annual meeting), the Council Executive Committee (by a majority vote) will nominate and elect a regional Council representative for that Region.

Section 5. Removal

Council members may be removed from office at any time with or without cause by the Council members (by a majority vote). If a Council member is removed, a new Council member will be appointed by the Executive Committee to fill the vacancy at the same meeting by the Council Executive Committee.

Section 6. Resignation

A Council member may resign at any time by communicating such resignation to the presiding officer of the Council Executive Committee. The resignation is effective when communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective. A new Council member will be appointed by the Executive Committee to finish serving the remainder of the term of resigned individual. The appointment will be filled at the next meeting by the Council Executive Committee.

Section 7. Conflict of Interest

No person shall serve as a member of the Council whose service constitutes a conflict of interest. A conflict of interest shall exist in those instances where either personal or employment interests are affected by decisions of the Council.