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Article III - Directors

Section 1. General Powers

All Corporate powers and authority shall be exercised by or under the authority of the Board of Directors. All functions, business transactions and affairs of the Corporation shall further be managed by or under the direction of the Board of Directors or by such Committees as may be established by the Board of Directors. This Corporation is the central organization of a group of affiliated subordinate non-profit corporations that are subject to general supervision by this Corporation, all of which are tax-exempt under IRC 501(c)(6), as follows: Certified Professional in Erosion and Sediment Control, Inc.; Certified Erosion, Sediment and Stormwater Inspector, Inc; Certified Professional In Storm Water Quality, Inc. and Certified Municipal Separate Storm Sewer System Specialist, Inc.;

Section 2. Members and Terms

  1. The Board of Directors shall consist of not less than five (5) nor more than twelve (12) directors. Initially, there shall be eight (8) Directors. The current Chair of the Council Executive Committee of Certified Professional in Erosion and Sediment Control, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The current Chair of the Council Executive Committee of Certified Professional in Storm Water Quality, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The current Chair of the Council Executive Committee of Certified Erosion, Sediment and Storm Water Inspector, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The current Chair of the Council Executive Committee of Certified Municipal Separate Storm Sewer System Specialist, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The remaining Directors, (see Section 2.D., below) if any, shall be elected annually for a two-year term by the Directors at the Annual Meeting of this Corporation.
  2. The term of office for each person identified in Paragraph A of this Section serving as a Director shall be for the duration of such person's tenure as the Chair of their respective Council Executive Committee.
  3. A Director shall have the right to resign, but such resignation from this Board of Directors shall also constitute resignation by such person as the Chair of the Council Executive Committee which he or she represents.
  4. Additional Directors shall include two (2) at-large Directors. At least one of the at-large Directors shall be an individual who has an interest in the Purpose and Mission of EnviroCert International, Inc. that is not currently a registrant of one of the Certification Programs of EnviroCert International, Inc. The remaining at-large Director may or may not hold one of the Certifications of EnviroCert International, Inc. The at-large Directors may not hold one of the offices of EnviroCert International, Inc. The terms of the at-large Directors shall be as specified in Section 2.A. above.
  5. The Executive Director of EnviroCert International, Inc. shall be a Director. The Executive Director shall remain a Director so long as he/she is employed by EnviroCert International, Inc. The Executive Director shall not be an officer of the EnviroCert International, Inc. Board of Directors.

Section 3. Removal

A Director may be removed from office with or without cause by a vote of the majority of the Directors. Removal of a Director from this Board shall also constitute removal of such person as the Chair of the Council Executive Committee of his or her respective non-profit corporation referred to herein.

Section 4. Chairman

There shall be a Chairman of the Board of Directors to be elected at the Annual Meeting. The Chairman shall preside at all meetings of the Board of Directors and shall perform such other duties as may be directed by the Board or by these By-Laws.

Section 5. Meetings

There shall be at least one annual meeting of the Directors per year. At such annual meeting Directors whose terms have expired, and the officers of the Corporation shall be elected. All meetings shall be for Directors and ex-officio members (see Section 12 of this Article) only. Others wishing to address the Board of Directors shall do so by invitation only. A request to address the Board of Directors shall be submitted in writing at least 14 days prior to the meeting. The Chair shall be responsible for approving all such requests. Those attending the Board of Directors meetings by invitation shall do so at their expense unless prior approval by the Board of Directors.

Section 6. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of any two Directors. Special meetings may be held at any location, either within or without the State of North Carolina.

Section 7. Notice of Meetings

  1. All meetings shall be held with advance notice of at least fourteen (14) 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 Director at a meeting shall constitute a waiver of any deficiency in the notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business therein transacted, but only if the Director does not further participate in any additional discussion or action in connection therewith.

Section 8. Informal Action by Directors

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

Section 9. Quorum

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

Section 10. Voting

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

Section 11. Meeting by Telephone Conference Call

A special meeting of the Board may take place by means of telephone conference call, provided all notice requirements are satisfied and provided all directors participating can hear each other simultaneously during the course of the meeting.

Section 12. Ex-Officio Members

The past officers of this Corporation shall be ex-officio members of the Board of Directors and shall thereby be allowed to attend and speak at meetings of the Board but shall not have a vote on matters brought before the Board.

Section 13. 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 14. Compensation

Because this is a non-profit corporation, under IRS 501(c)(6), no Directors shall be compensated for their services, although they may be reimbursed for travel expenses in connection with attending meetings of the Board or other meetings for official corporation matters.

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