Article VII - Council Executive Committee (Officers)

Section 1. Council Executive Committee

The CPESC Council will have five Council members (officers) to constitute a Council Executive Committee, which shall have and may exercise the full and complete authority of the CPESC Council in the management of the business and affairs of the CPESC Inc. during intervals between CPESC Council meetings. Vacancies in the membership of the Council Executive Committee shall be filled by a majority vote of the remaining Council Executive Committee at a regular meeting or at a special meeting called for that purpose. The Council Executive Committee shall keep minutes of its proceedings and shall report to the CPESC Council on actions taken. Minutes of meetings of the Council Executive Committee shall be prepared and kept with the records of the CPESC Council.

Section 2. Titles

The CPESC Council Executive Committee shall be the Chair, the past Chair, the Technical Vice Chair, the Administrative Vice Chair and the Financial Vice Chair.

Section 3. Election and Term

The officers of the CPESC Council Executive Committee shall be elected from the Council at the first CPESC Council meeting of the calendar year with the exception of the Chair, who shall; be elected every two years during even years. Each officer shall hold office for a term of two years. The office of Past Chair is not an elected position, and thus will be filled by the outgoing Chair upon completion of his/her two-year term.

Section 4. Quorum

A quorum of the CPESC Executive Committee will exist when three (3) officers of the Council are present, with one of the officers being Chair or past Chair.

Section 5. Chair

The Chair shall be the chief executive officer of CPESC; a member of the Council Executive Committee; and, subject to the control of the Council Executive Committee, shall supervise and control the management of the CPESC, Inc. in accordance with these bylaws. The Chair shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of CPESC, Inc., except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Council Executive Committee to some other officer of agent. In general, the Chair shall perform all duties incident to the office of Chair and such other duties as may be assigned by the Council Executive Committee from time to time.

Section 6. Administrative Vice Chair

The Administrative Vice Chair shall oversee the administration of CPESC, including the Application Review Committee, application procedures, ethics committee, marketing committee, liaison with supporting organizations, promotional materials and membership and shall have such other powers and perform such other duties as may be assigned by the Council Executive Committee. The Administrative Vice Chair shall keep accurate records of the acts and proceedings of all meetings of the Council Executive Committee and shall give all notices required by law and these bylaws.

Section 7. Financial Vice Chair

The Financial Vice Chair shall have the general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it; shall have custody of all funds and securities belonging to the CPESC, Inc.; shall sign such instruments as may require the signature of the Financial Vice Chair; shall receive, deposit or disburse all funds or securities under the direction of the Council Executive Committee; provided, that the Council Executive Committee may appoint a custodian or depository for any such funds or securities, and the Council Executive Committee may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The Financial Vice Chair shall in general perform the duties incident to the office and such other duties as may be assigned from time to time by the Chair or the Council Executive Committee, including the budget, operations, taxes, audits, expenses, dues, compensation for employees, fee structure and outside financial support.

Section 8. Technical Vice Chair

The Technical Vice Chair shall oversee the technical activities of CPESC, Inc., including the educational activities, training courses, tutorials, exam content, instructor's credentials, CPESC, Inc. approved courses, peer review committees and Professional Development Units (PDUs).

Section 9. Past Chair

The Past Chair shall exercise the powers of the Chair during that officer's absence or inability to act. Any action taken by a Past Chair in the performance of the duties of the Chair shall be presumptive evidence of the absence or inability to act of the Chair at the time the action was taken.

The Past Chair shall have other powers and perform other duties as may be assigned by the Council Executive Committee.

The Past Chair shall prepare and table a report within one year of assuming office. The report shall contain a historical perspective of CPESC, Inc. activities during their term of office as Chair. The report shall contain a review of all aspects of CPESC, Inc. policy, procedures, bylaws, organizational structure, and legislative language. The report shall contain recommendations for any changes that could improve the CPESC, Inc. program.

Section 10. Ex-Officio Council Membership

The CPESC Council will be supported in its work by ex-officio membership to the Council. Registrants who have completed their terms of Chair and Past Chair of the CPESC Council shall be considered as ex-officio members of the CPESC Council. Ex-officio members of the Council will be non-voting members. From time to time the CPESC Council, through the Executive Committee, may identify roles and responsibilities required to conduct Council business. The Executive Committee will seek individuals to perform these roles and responsibilities from those individuals who are ex-officio members and registrants in good standing. These roles may include the chair of a committee or other defined position.

Section 11. Director of Government Relations

The director of Government relations shall be an ex-officio member of the Council and appointed by the Executive Committee to serve a term of office at the discretion of the Executive Committee. Responsibilities of the position shall include:

1. Advising the CPESC, Inc. program (CPESC/CPSWQ) of federal, state and local legislation that is introduced and moving through the legislative process as well as in all related committees and sub-committees.
2. Recommending CPESC, Inc. comments/testimony on such legislation whenever it is appropriate and approved by the CPESC Council.
3. Working with state, local and U. S. Congressional Committee staffs on issues of interest to the CPESC, Inc.
4. Communicating with the U.S. Congress for the Council on issues of CPESC, Inc. interest, with CPESC Council approval.
5. Providing U.S. Congressional budget, program policy and regulatory testimony for the CPESC, Inc.
6. Delivering such testimony to U.S. Congressional Committees as a CPESC witness when invited, and when the CPESC Council approves.
7. Write Congressional letters expressing CPESC, Inc. positions on issues.
8. Work with U.S. D.A. - Natural Resource Conservation Service and other federal agencies representing the CPESC, Inc. on erosion and sediment control or storm water management policies.
9. Work with U.S. Cabinet Agencies representing the CPESC, Inc. and its registrants on rules and regulations concerning the programs they manage.
10. Report to the Council and registrants on issues of interest to the profession when they are discovered within the U.S. Federal Government.
11. Recommend appropriate positions on issues for the Council and profession.
12. Attend CPESC Council Meeting and report on U.S. Government Affairs activities when needed and appropriate, and within the limits of available travel budgets.
13. Perform other related functions as appropriate and agreed to between the Government Relations Director and the CPESC Council.

Section 12. Removal

Any officer elected or appointed by the CPESC Council to the Council Executive Committee may be removed with cause at any time by the CPESC Council, by majority vote of the Council.

Section 13. Resignation

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

Section 14. Vacancies

Officer vacancies may be filled by the CPESC Council Executive Committee.

Section 15. Special Meetings

Special meetings of the CPESC Council Executive Committee may be called by or at the request of the Chairman of the CPESC Council Executive Committee or any three CPESC Council Executive Committee members.