CPESC, Inc. Bylaws

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

Article I - Name Offices, Purpose and Mission

Section 1. Name

The name of the Corporation shall be Certified Professional in Erosion and Sediment Control, Inc., hereinafter referred to as "CPESC, Inc."

Section 2. Principal and Registered Offices

The principal administrative office of CPESC, Inc. shall be located at 49 State Street, Marion, NC 28752, or at the discretion of the CPESC Council, which shall also be the registered office of CPESC, Inc.

Section 3. Other Offices

CPESC, Inc. may have offices at such other places, either within or without the State of North Carolina, as the Council Executive Committee may determine.

Section 4. Purpose

The general purpose for which CPESC, Inc. is organized is to certify individuals as either "Certified Professional in Erosion and Sediment Control" (CPESC) or Certified Professional in Storm Water Quality" (CPSWQ).

A CPESC must demonstrate through education, experience and examination, knowledge of effective and economical methods of minimizing soil erosion and sediment transport due to land disturbing activities.

A CPSWQ must demonstrate through education, experience and examination, knowledge of the effective and economical methods of addressing storm water quality.

Section 5. 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. The CPESC, Inc. certifies individuals based on thorough examination and review of an individual's educational, scientific and service activities in both the public and private sector. CPESC, Inc. has developed standards and procedures for certifying persons qualified to practice in the fields of erosion and sediment control or storm water quality.

Individuals who demonstrate an established minimal level of competence through the application review process and an examination process will be certified in erosion and sediment control or storm water quality fields by CPESC, Inc. This certification program is based upon scholarly preparation, knowledge and experience. Certified professionals listed on the registry will (a) meet the educational and practical experience standards, (b) subscribe to the code of ethics, (c) qualify for particular identification of special abilities, and (d) pass a qualifying examination.

Article II - Registration and Fees

Section 1. Registration

Any person who successfully completes the requirements for certification established by CPESC, Inc. is current in his/her requirements for Professional Development Units (PDUs), and subscribes to the purposes, policies and code of ethics of CPESC Inc., shall be listed by CPESC Inc. as a registrant in good standing upon the remittance of the annual fee as provided by the bylaws. All registrants in good standing are granted voting privileges in CPESC, Inc. activities.

Section 2. Annual Renewal Fees

Annual renewal fees of registrants shall be fixed by the CPESC Council and shall be payable in advance of the CPESC, Inc. fiscal year. If fees are not paid within thirty days from the date of such notice, the rights of such registrants shall be automatically suspended. Any registrant, whose certification has been so suspended, may be reinstated by the CPESC Council upon such terms and conditions as it may provide.

Section 3. Certification Procedures and Standards

CPESC Certification Procedures and Standards cover Certified Professional Status, Standards for Professional Certification and In-Training status of applicants and registrants. These certification procedures and standards cover the processes for certification and removal of certification.

Article III - CPESC, Inc. Meetings

Section 1. Meetings

CPESC, Inc. shall hold meetings twice each year. The location of the annual meetings will be such places and times as the CPESC Council may direct.

Section 2. Special Meetings

A special CPESC, Inc. meeting may be called at any time by the CPESC Council Chair or by the CPESC Council or upon written request of not less than one-tenth of the registrants entitled to vote.

Section 3. Notice of Meetings

Notice of meetings shall be provided to each CPESC, Inc. registrant entitled to vote at his/her last known address not less than 60 days prior for the annual meeting and not less than 15 days prior to any special meeting. Notice of the meetings and agenda shall be sent to all CPESC, Inc. registrant in good standing. The purpose of the meeting may include election and appointments of members to the CPESC Council and its officers and such other business as may properly come before it.

Section 4. Voting at Meetings

No registrant shall be entitled to vote whose fees remain unpaid for a period of 30 days after April 1st of each year.

Section 5. Quorum at Meetings

A quorum at any regularly scheduled meeting shall consist of 51% of the CPESC and CPSWQ registrants in attendance.

Section 6. Attendance at Meetings by Non-Registered Individuals

All meetings are open to non-registered individuals who express a sincere interest in pursuing certification under the guidelines of the CPESC Programs.

Section 7. All Meetings, Attendance by Electronic Communications

Any one or more CPESC Council Members or Committee Members may participate and shall be deemed present, at a Board or Committee meeting by means of; a telephone, video conferencing, web-based conferencing, or other real-time communication system that allows all meeting attendees to give and receive all communications and allows full participation.

Section 8. Consent Resolution

A resolution or resolutions shall be valid and effectual without a meeting, whether embodied in the form of minutes or not, if there is unanimity of all members of the CPESC Council, Council Executive Committee or Committee. The resolution shall be effective on the date of agreement and shall be recorded and included in the minutes of the next regular meeting.

Article IV - CPESC, Inc. Regions

Section 1. CPESC, Inc. Regions

The geographical boundaries of CPESC, Inc. are unlimited and its registry is represented by any individual from any location worldwide. CPESC, Inc. registrants will be represented through CPESC, Inc. Regions. Each Region represents a political, social or geographic delineation of registrants with similar interests that will help to advance the purpose and goals of the organization. Official geographic limits for the CPESC, Inc. Regions will be maintained at CPESC, Inc. administrative offices.

Section 2. Additions of CPESC Regions

Additional CPESC, Inc. Regions may be nominated and approved by the Council upon receipt of a written petition by qualified CPESC, Inc. registrants who wish to establish a new CPESC, Inc. Region. Petitions will be submitted and accepted only at CPESC, Inc registrant meetings. Petitions submitted for consideration will be acted upon at the next CPESC Registrant meeting. The CPESC, Inc. Council will review the petition for establishment of a new Region based upon the number of CPESC, Inc. registrants who would be represented by the new Region, by the need to meet local or regional needs and/or as dictated by laws or customs of a geographic region.

Section 3. Special CPESC, Inc. Regional Status

The CPESC, Inc. Council, through recommendation by the Council Executive Committee, can be petitioned by an officially recognized CPESC, Inc. Region to be granted regional authority on behalf of CPESC, Inc. This authority would be granted to the CPESC, Inc. Region to facilitate regional differences, including, but not limited to: language, customs, political, technical and/or administrative procedures that otherwise would impede or inhibit the mission of the CPESC, Inc. program.

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.

Article VI - Meetings of Council Members

Section 1. Council Meetings

The Council shall meet at least twice each calendar year. These meetings will be held for the purpose of conducting CPESC Council business and the transaction of such other business as may be properly brought before the CPESC Council.

Section 2. Notice of Regular and Special Meetings

The Administrative vice Chair or his/her agent shall give (by mail, facsimile or electronic mail) notice of regularly scheduled CPESC Council meetings at least sixty days before the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the CPESC Council. Attendance by a Council member at a meeting shall constitute a waiver of notice, except where a Council member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called. The Administrative vice Chair or his/her agent shall give (by mail, facsimile or electronic mail) notice of special CPESC Council meetings at least fifteen days before the meeting.

Section 3. Special Meetings

Special meetings of the Council may be called by any three CPESC Council members or by petition of the membership that represents ten (10) percent of the CPESC Inc. registrants.

Section 4. Order of Business

The order of business for the conduct of meetings of CPESC, Inc. shall be as follows:

1. Welcome and Opening Remarks
2. Introduction of Attendees*
3. Approval of Minutes
4. Founding Partners Liaison Reports
5. Open Floor
6. Regional Representatives Reports
7. Government Relations Committee Report
8. Agenda Review
9. Executive Director's Report
10. Reports By Executive Committee Members
11. Unfinished business
12. New business **
13. Adjournment

*	Insert "Election of Executive Committee Positions" for first meeting in each fiscal year.
**	Insert any special topic for specific consideration.

Section 5. Quorum

A majority of the Council members at a regularly scheduled or special meeting shall constitute a quorum for the transaction of business at a meeting of the CPESC Council where at least three (3) officers of the CPESC Council are present, with one of the officers being Chair or past Chair.

Section 6. Manner of Acting

Except as otherwise provided by law or in the bylaws, the act of the majority of the Council members present at a meeting at which a quorum is present shall "be the act" of the CPESC Council.

Section 7. Responsibilities, Powers and Authority of the Council

The CPESC Council having been authorized and empowered to do all things reasonable and necessary to carry on and accomplish the purposes and functions for which it is organized, including the authority and powers stated in its Articles of Incorporation, shall have the responsibilities, powers, and authority set forth below:

1. Responsibility for the planning, coordination, operation, and evaluation of projects and programs which contribute to a better life for the public it serves;
2. Power to receive and administer funds and contributions from any private or public sources and to receive and administer funds under any Federal or State assistance program(s) pursuant to the requirements of those programs;
3. Authority to transfer funds so received and to delegate powers to other entities subject to its overall program responsibilities;
4. Power and authority to contract with private groups and non profits; and local, public, State, and Federal agencies to do any and all acts necessary to carry out its purposes and functions;
5. Authority to employ the necessary staff; procure materials, supplies, and equipment; to construct, maintain and manage facilities and real property; and to operate, supervise and direct programs, projects, and services as necessary in fulfilling its responsibilities to the organization.

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.

Article VIII - Committees

Section 1. Standing or Other Committees

Standing or other committees having two or more members may be designated by a resolution adopted by the CPESC Council Executive Committee. Vacancies in the membership of such committees shall be filled by appointment made in the same manner as provided in the case of the original appointment.

Section 2. Meeting By Electronic Communication

Any one or more CPESC Council members or members of a committee may participate in a meeting of the Committee by means of a conference telephone or similar communications device which allows all Council members participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting.

Section 3. Committee Authority

No committees of the CPESC Council shall be authorized to take the following actions:

1. Allocate resources of and for the benefit of the CPESC Council members or officers;
2. Approve dissolution, merger or the sale, pledge, or transfer of any, all or substantially all of CPESC, Inc.'s assets;
3. Elect, appoint, or remove CPESC Council members, or fill vacancies on the CPESC Council Executive Committee or on any of its committees.

Section 4. Chairperson

The chairperson of the committee shall be appointed by the CPESC Council Executive Committee and shall preside at meetings of the committee and shall have such other authority and perform such other duties, as the CPESC Council Executive Committee shall designate.

Section 5. Ethics Committee

The purpose of the CPESC Ethics Committee is to periodically review the CPESC Code of Ethics, to receive and act upon request for investigations of violations of the Code of Ethics, and to establish a formal, review process for the Council to apply to registrants who may have violated the Code of Ethics.

Section 6. Application Review Committee

The purpose of the Application Review Committee (ARC) is to implement a formal, review process for individuals who have made application to CPESC, Inc. to become a certified professional . An ARC will be established and maintained for each of the certification designations (CPESC and CPSWQ) by the Executive Committee.

Section 7. Peer Review Committee

Consists of the Technical Vice Chair (who will chair the committee) and two additional Executive Committee members to be appointed by the Chair of the Council. The committee reviews the CPESC exam content, training courses, tutorials, instructor credentials and CPESC approved courses for Professional Development Units (PDUs). The Peer Review Committee may from time to time solicit additional committee membership from registrants to perform duties and roles assigned to them by the chair of The Committee.

Section 8. Government Relations Committee

Consists of the Chairman of the Government Relations Committee (to be appointed by the Executive Committee of the CPESC Council) and CPESC Council Regional representation from each of the CPESC Regions to be nominated by the Regional representative or their designee. The Chairperson serves at the discretion of the Executive Committee. The committee will meet at the direction of the Chairperson and will make reports to the CPESC Council. The primary duties of the committee members will be to assist the organization through the following activities:

1. Monitor and inform the CPESC Council of the Director of Government Relations Committee of pertinent legislation and regulations being considered by various levels of government.
2. Recommend to the CPESC Council positions on such legislation and regulation.
3. Provide expert testimony for the CPESC, Inc. before their local and state/provincial jurisdictions on issues for the Council and registrants.
4. Recommend appropriate positions on issues for the Council and registrants.
5. Works with units of government in their geographic area to inform and educate them on CPESC, Inc. and the organization.

Article IX - Indemnification of Council Members and Officers

Section 1. General Policy

It shall be the policy of the CPESC, Inc. to indemnify to the maximum extent permitted by Chapter 55A of the General Statutes of North Carolina any one or more of the Council members, officers, employees, or agents and former Council members, officers, employees, or agents of CPESC, Inc., and persons who serve or have served at the request of CPESC, Inc. as Council members, officers, partners, trustees, employees or agents of another foreign or domestic CPESC, Inc., partnership, joint venture, trust or other enterprise, against judgments, penalties, settlements and other liabilities incurred by them in connection with any pending, threatened or completed action, suit or proceeding, whether civil, criminal, investigative or administrative (a "proceeding") and against reasonable costs and expenses (including attorneys' fees) in connection with any proceeding, where such liabilities and litigation expenses were incurred incident to the good faith performance of their duties.

Section 2. Use of Corporate Funds

CPESC, Inc. may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of funds of CPESC, Inc. for indemnification or for purchase and maintenance of insurance for the benefit of the persons designated in Section 1 of this Article shall be deemed a proper expense of CPESC, Inc.

Article X - Administrative Offices

Section 1. Executive Director

Serves, under contract, as the chief administrative officer, responsible to the CPESC Council for the effective conduct of the affairs of the CPESC, Inc. Recommends and participates in the formulation of the Councils mission, goals, objectives, and related policies. Within that framework plans, organizes, coordinates, controls, and directs the staff, programs, and activities of the Council. The Executive Director serves at the pleasure of the Council Executive Committee.

Section 2. Staffing

The Executive Director establishes the organizational structure for the headquarters office and the related staffing structure. Recommends to the Council Executive Committee the creation of any new staff positions. Hires staff to fill authorized positions and administers an effective personnel program which includes position descriptions, performance standards, performance appraisals, compensation system, professional development, and dismissal actions in keeping with appropriate legal or statutory requirements. Establishes administrative policies and procedures for headquarters functions.

Section 3. Duties and Responsibilities

The Executive Director will fulfill all duties and responsibilities as described in the written position description developed by the Council Executive Committee. Supervision and review of the Executive Director will be a function of the Executive Committee as stated in a signed contract of employment between the Council Executive Committee and the Executive director.

Section 4. Real Property and Equipment

The Executive Director will assume responsibility for all real property and equipment purchased, donated or otherwise acquired by the CPESC, Inc. Operation and maintenance of this property will be done in accordance with established methods and/or by manufacturer recommendations. Improvements, upgrades and disposal of property will be in accordance with approved procedures and/or policies of the CPESC, Inc.

Article XI - Certification and Seal

Section 1. Certification

Upon completion of all requirements the CPESC Council shall provide each registrant with a certificate that includes the registrant's name, certification number, certification date, and the signatures of the Chair of the CPESC Council and the Chair of the Certification Review Committee. They will also receive a wallet-sized registration card with their name, certification number and renewal date on it. The newly certified registrant shall be responsible for obtaining from the CPESC Council a rubber-stamped seal, if requested. The seal shall contain the registrant's name, the title "Certified Professional in Erosion and Sediment Control" or "Certified Professional in Storm Water Quality", and the certification number.

Section 2. Use of the Seal

The certified individual shall abide by all local and state laws and regulations that govern use of professional seals in those jurisdictions in which they may practice. In lieu of such laws and regulations, the certified individual shall affix the seal on all original pages of all drawings or plans that were prepared by the certified individual or under the certified individual immediate supervision. In addition the certified individual shall affix his/her signature on or through his/her seal in the appropriate place on the seal and place the date the document was sealed under the seal. When a certified individual's signature is applied to the seal, it shall be applied across the seal but not in a location that obliterates the persons name on the seal or the registration number.

On multiple page specifications or reports and other documents not considered plans or drawings, the certified individual may seal, sign and date only the title or index sheet, providing that the signed sheet clearly identifies all of the other sheets comprising the bound volume. By affixing their seal to any document, the certified individual certifies to the accuracy and completeness of the information contained within it and shall be held personally responsible for the contents of all such documents. The certified individual should not seal any drawings, plans or other such reports that he/she did not prepare or personally supervise its preparation.

Section 3. Seal Care and Custody

The Certified Individual shall exercise due and reasonable care in maintaining physical possession of his/her seal and its use. The Certified Individual shall not willingly allow others to possess his/her seal or to use his/her seal.

Section 4. Seal, Certification Number and Registration Card

The seal, certification number, and registration card assigned to an individual is and shall remain the property of CPESC, Inc. and is not transferable to other entities. Upon suspension, termination or other such action which results in de-certification, the registrant will return to the administrative offices of CPESC, Inc. the seal and registration card.

Article XII - General Provisions

Section 1. Waiver of Notice

A Council member or other person entitled to receive a notice required to be given under the provisions of these bylaws, the Articles of Incorporation or by applicable law, may waive such notice by signing a written waiver, whether before or after the date and time stated in the notice. The waiver shall be filed with the Council Meeting minutes or corporate records. A Council member's attendance at or participation in a meeting waives any required notice to that Council member of the meeting unless the Council member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 2. Checks

All checks, drafts or orders for the payment of money shall be signed by the officer or officers or other individuals that the Council Executive Committee may from time to time designate.

Section 3. Bond

The Council Executive Committee may by resolution require any or all officers, agents or employees of the CPESC, Inc. to give bond to CPESC, Inc., with sufficient sureties, conditioned upon the faithful performance of the duties of their offices or positions, and to comply with such other conditions as may from time to time be required by CPESC Council.

Section 4. Loans

No loans shall be contracted on behalf of CPESC, Inc. and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Council Executive Committee. Such authority may be general or confined to specific instances. All authorities and/or resolutions must be approved and on file in Council minutes.

Section 5. Fiscal Year

The fiscal year of CPESC shall be the twelve month period starting April 1st and continuing through the March 31st of the following year.

Section 6. Amendments

These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of a quorum of the CPESC registrants at any meeting of the CPESC, Inc. registrants; provided, that notice of the meeting shall have been given which states that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the bylaws and includes a copy or summary of the proposed amendment or states the general nature of the amendment. Such notice may be waived as provided in these Bylaws.

Article XIII - Donations, Gifts and Contributions

Section 1. Donations

Donations to CPESC, Inc. shall be accepted subject to the approval or confirmation of the CPESC Council.

Section 2. Gifts

No gift shall, in any event, be accepted which shall or may require the payment of any annuity or other charge from the funds or resources of CPESC, Inc., except from the income or principal of such gift so made.

Section 3. Contributions

All contributions shall be payable to the CPESC, Inc. and deposited in the name of CPESC, Inc. in the depository selected therefore. A full and complete record of all gifts received shall be kept by the Financial Vice Chair of CPESC, Inc.

Article XIV - Dissolution

Section 1. Dissolution

Upon dissolution of the CPESC, Inc., its net assets shall be distributed in accordance with the State of North Carolina nonprofit statues, with any residue distributed according to the directions of the Executive Committee.

Article XV - Precedence

Section 1. Precedence

In case any provision of these Bylaws shall be inconsistent with the Articles of Incorporation of Certified Professional in Erosion and Sediment Control, Inc., the Articles of Incorporation shall govern.

Article XVI - Civil Rights

Section 1. Non-Discrimination

Programs operated or conducted by Certified Professional in Erosion and Sediment Control, Inc. will be in compliance with all requirements respective to non-discrimination as contained in the United States of America Civil Rights Act of 1964, as amended; SECTION 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; and other required laws and regulations pertaining to non-discrimination.

Section 2. Equal Opportunity

No person shall, on the grounds of race, color, national origin; religion, sex, age, physical handicap, or political affiliation be excluded from participation in, be denied the benefits of, nor be subject to discrimination within any activity of CPESC Inc. or the CPESC Council.

Certification

THIS IS TO CERTIFY that these bylaws of Certified Professional in Erosion and Sediment Control, Inc. were duly adopted per vote of general membership.

This the 24th day of July, 2004

David H. Ward