ACI Bylaws

Article I — Purpose  

Section 1.

The purpose of the Institute shall be to further engineering and technical education, scientific investigation and research, and development of standards for design and construction incorporating concrete and related materials. The Institute shall organize the efforts of its members for a nonprofit, public service in gathering, correlating, and disseminating information.  ACI shall address design, construction, manufacture, use, and maintenance and restoration of concrete and related materials. These efforts shall promote improved technology, technical competence, design and construction for the benefit of society.

*Article II — Members  
*Latest amendments approved by Institute ballot of the membership December 10, 2007

Section 1.

This Institute shall consist of Honorary Members, Fellows, Sustaining Members, Organizational Members, Members, Young Professional Members and Student Members.

Section 2.

An Honorary Member shall be a person of eminence in the field of the Institute's interest, or one who has performed extraordinary meritorious service to the Institute.  An Honorary Member shall have the same rights and privileges as a Member, but shall not be subject to dues.

The total number of Honorary Members of the Institute and the maximum number to be elected in any one year shall be at the discretion of the Board of Direction.

The Committee on Honorary Membership shall consist of the three most recent Past Presidents, except the immediate Past President. The chairperson of this committee each year shall be the Senior Past President member of the committee. This group shall serve as a screening committee for the formulation of recommendations to the Board.   If one or more members of the regularly constituted Committee on Honorary Membership is unable to serve, the President shall appoint an alternate from among available Past Presidents for each vacancy to serve through the period of shortage. The Senior Past President nonappointed member of the committee shall function as its chairperson. 

The Committee on Honorary Membership is expected to be continuously alert for deserving prospects and open to considered suggestions from all sources. It shall submit a formal report to the President of the Institute each year at least 30 days prior to the fall meeting of the Board. The annual report is mandatory even though there be no recommendations.

An Honorary Member shall be elected by unanimous vote of the Board of Direction.

Section 3.

At the time of nomination, a Fellow shall have been a Member of the Institute, or a representative of an Organizational or Sustaining Member of the Institute, for at least ten years, including three of the last five years.  A Fellow shall have made outstanding contributions to the production or use of concrete materials, products, and structures in the areas of education, research, development, design, construction, or management.  In addition, a Fellow shall have made significant contributions to ACI through committees and/or local chapters.  A Fellow shall retain that membership rank as long as membership in the Institute is maintained or until elected an Honorary Member.

The total number of Fellows of the Institute and the maximum number to be elected in any one year shall be at the discretion of the Board.

The Fellows Nomination Committee shall consist of nine Fellows.  Each year three Fellows shall be appointed to the Committee for 3-year terms and the chairperson selected by the Board of Direction.

The Fellows Nomination Committee is expected to be continuously alert for deserving prospects.  It shall submit a formal report to the President of the Institute each year at least 30 days prior to the fall meeting of the Board.  The annual report is mandatory even though there be no recommendation.

Section 4.

A Member shall be a person.

An Organizational Member shall be a firm, corporation, society, agency of government, or other organization. 

A Sustaining Member shall be a person, firm, corporation, society, agency of government, or other organization electing to provide additional support for the activities and welfare of the Institute by payment of greater dues.

Any Sustaining or Organizational Member, other than a person, may name a personal representative who shall enjoy all membership rights and privileges.

A Young Professional Member shall be a person less than 28 years of age.

A Student Member shall be a person 28 years of age or less and a registered full-time student at an educational institution.  Full-time students over 28 years of age may be granted Student Membership on an annual basis when the request for such classification is endorsed by the (graduate) student's faculty advisor.

Section 5.

All members in any classification shall have all rights and privileges of membership as determined by the Board of Direction and as provided by these Bylaws, except that a Young Professional or Student Member shall neither vote nor hold office. The status of a Student Member shall change automatically to that of Young Professional Member or Member, depending on age, on the first anniversary of membership after ceasing to be a registered student. The status of a Young Professional Member shall be changed to that of Member on the first membership anniversary after reaching 28 years of age.

Section 6.

Applications for and resignations from membership and requests for change of representatives of Organizational or Sustaining Members shall be presented in writing to the Executive Vice President. Resignations may be accepted only from Members whose dues are not more than 60 days in arrears, except by special action of the Board of Direction.

Article III — Officers  

Section 1.

The officers shall be a President, two Vice Presidents, twelve Directors, the three most recent Past Presidents who continue to be Members of the Institute, and the Executive Vice President. The President, the Vice Presidents, and the Directors shall be elected from the Institute membership. When a Director is elected Vice President or President, the office as Director shall become vacant. The Executive Vice President shall be appointed by the Board of Direction.

Section 2.

The President, Vice Presidents, Directors, and the three most recent Past Presidents who continue to be Members, shall constitute the Board of Direction. The Executive Vice President shall be a member, without vote, of the Board of Direction.

Section 3.

Before August 1 of each year the Committee on Nominations shall report to the Executive Vice President of the Institute the candidates nominated for offices to become vacant at the next spring convention and 20 candidates for membership on the Committee on Nominations which is to serve in the following year. Candidates for the office of Vice President shall be members of the Institute and shall have had prior service on the Board of Direction. Candidates for Director shall be selected principally on the basis of demonstrated experience in management. No member of the Committee on Nominations shall be named a candidate for elective office in the report of the Committee on Nominations. In addition, the Committee on Nominations shall have due regard for diversity of professional, technical, and geographical representation. The report of the Committee on Nominations shall be prepared so that if the candidates the Committee nominates are elected there will not be more than one person employed by any single organization serving simultaneously as an elected Director or more than one person employed by any single organization serving simultaneously as Vice President, President, or Past President member of the Board.

Each candidate for Board membership must accept nomination before the report is published. The Executive Vice President shall cause notice for all such nominations to be transmitted to the membership of the Institute at least 120 days prior to the next ensuing spring convention. By petition to the Board of Direction signed by at least 50 members of the Institute within 30 days thereafter, additional nominations for offices or for membership on the Committee on Nominations may be made.

The complete list of nominations shall be submitted approximately four months before the next spring convention to the Institute membership for balloting to be canvassed at least 60 days before the spring convention. The candidate for any office receiving the most votes shall be declared elected and the six candidates receiving the most votes for membership on the Committee on Nominations shall be declared elected members of the committee except that no two persons employed by the same organization shall serve simultaneously on the Committee on Nominations. With these six, the three Past President members of the Board of Direction shall serve, making a total membership of nine. The Second Past President member shall be the chairperson of the Committee. The Committee on Nominations shall meet at the spring convention, and at other times and places on call of the chairperson.

Each designated member of the committee is required to be in attendance at any such meeting. If an elected member of the committee is unable to attend the meeting, the position will be declared vacant and the available person on the list of committee candidates with the next highest number of votes will serve instead. If a Past President member is unable to attend the meeting, the President shall appoint an alternate from among available Past Presidents.

Should any member of the Committee on Nominations thus chosen fail, within 15 days of formal notice from the Executive Vice President, to make written acceptance of service, a vacancy shall occur to be filled by the candidate receiving the next greatest number of votes and so on until the six elected places on the committee shall be filled.  Vacancy among the Past President members of the Committee shall be filled by appointment by the President.

Section 4.

Terms of office shall be as follows:  President, 1 year; Vice President, 2 years, with one Vice President elected each year; Directors, 3 years, with four Directors elected each year. A year is here construed as the period between the public announcement of the canvass of ballots for Board members at two successive spring conventions.

Section 5.

A President, Vice President, or Director, having served a full term after being elected to that office, shall be ineligible for reelection to the same office until the lapse of at least 1 year.

Section 6.

The term of each officer shall begin immediately upon the announcement of the canvass of ballots by which the officer is elected and shall continue until a successor is elected.

Section 7.

A vacancy in the office of President shall be filled by the Vice President having seniority in that office.

Section 8.

Vacancy in any other office shall be filled by appointment by the Board of Direction for the unexpired term.

Section 9.

In the event of disability of any officer of the Institute, or neglect in the performance of the duties of the office, the Board of Direction shall declare the office vacant. Any elected officer who shall have unexcused absences from two consecutive meetings of the Board of Direction shall automatically vacate the seat on the Board of Direction and the vacancy shall be filled as provided by these Bylaws. The Board of Direction shall have the authority by an affirmative vote of a majority of the members present and voting to excuse an officer from attendance.

Section 10.

The Board of Direction shall have general supervision of the affairs of the Institute.  It shall have the power, whenever its general interests require the same, to borrow money and issue its promissory note or bond for the repayment thereof with interest, and may in like case mortgage its property as security for its debts or other lawful engagements.

The Board of Direction shall authorize and appoint the chairpersons of administrative committees and assign to them such duties and such authority as it deems necessary to carry on the work of the Institute.  Additional committee members shall be appointed by the President.

Section 11.

There shall be an Executive Committee of the Board of Direction consisting of the President, the two Vice Presidents, and the most recent Past President. The Executive Vice President shall be a member, without vote, of the Executive Committee.

Section 12.

The Executive Committee may act for the Board of Direction between Board meetings. It shall report such actions to the Board.  It shall also recommend to the Board action on such matters as it may choose.

Section 13.

The President shall perform the usual duties of the office. The President shall preside at the conventions, at the meetings of the Board of Direction and of the Executive Committee, and shall be ex officio member of all committees.

The Vice Presidents, each in the order of seniority in that office, shall discharge the duties of the President in the President's absence.  In the absence of President and both Vice Presidents, a President Pro Tem, appointed by the Board, shall discharge such duties.

Section 14.

If a Past President member is not able to perform his or her duties, the President shall appoint a replacement from among available Past Presidents.

Section 15.

The Executive Vice President shall be employed by the Board of Direction, shall furnish such bond and receive such salary as shall be determined by the Board of Direction.

Article IV — Meetings  

Section 1.

The Institute shall hold an annual convention and such other meetings as may be authorized by the Board of Direction.  The time and place of all meetings shall be fixed by the Board of Direction.  Notice of time and place shall be sent to all members at least 30 days prior to the date of each meeting. Publication in the Institute Concrete International: Design & Construction shall be construed to be adequate notice.

Section 2.

The Board of Direction shall meet at least twice each year at the time and place fixed by the Board.

Section 3.

The Executive Committee shall meet on call of the President or of any three of its members.

Section 4.

One hundred members shall constitute a quorum for meetings of the Institute; eight members shall constitute a quorum for meetings of the Board of Direction; and three members for meetings of the Executive Committee.

Article V — Dues  

Section 1.

Membership dues in the American Concrete Institute shall be set by the Board of Direction for all classes of membership, and shall be paid in advance by all members in accordance with a schedule approved by the Board of Direction.

Section 2.

A Member of any grade shall be entitled to receive such benefits during the period of membership as may be determined by the Board of Direction.

Section 3.

A Member in any classification whose dues remain unpaid for a period of 2 months shall forfeit the privileges of membership and shall be sent notice to this effect by the Executive Vice President. A Member in any classification whose dues are unpaid for a period of 8 months from their due date shall be stricken from the rolls unless otherwise specifically ordered by the Board of Direction. Members may be reinstated upon payment of all indebtedness to the Institute. 

Article VI — Local Chapters  

Section 1.

Local chapters to provide a means of advancing the interests of the Institute in a specified geographical area and of furthering the chartered objectives for which the Institute is organized may be authorized, from time to time, by the Board of Direction upon such terms and conditions as it may deem advisable. The Board of Direction shall adopt rules and regulations governing establishment and operation of chapters to ensure their conformity with the chartered aims and objectives of the Institute. The Board of Direction may at any time terminate the existence of any chapter when in its judgment the interests of the Institute make such action desirable.

Section 2.

The Board of Direction shall define the boundaries of chapter areas, within or without the confines of the United States, in which the local chapter shall be authorized to carry on its activities. Boundaries of chapter areas may be changed from time to time, by the Board of Direction at its discretion provided that prior notice is given to the chapter or chapters involved.

Section 3.

Chapter membership shall be limited to Institute members, or member's representatives, or members of such other classifications as may be authorized by the Board of Direction.  Institute members shall hold chapter memberships of the same classification as their Institute memberships.

Section 4.

Local chapters shall conduct only such activities as shall conform to and be in accordance with the chartered aims and objectives of the Institute.

Section 5.

Local chapters shall not speak, or attempt to speak for the Institute as a whole in any matter unless specifically so authorized by the Board of Direction; and further shall not nor are they authorized to incur or attempt to incur financial obligations of any kind binding upon the Institute.

Section 6.

Proposed bylaws of local chapters and amendments thereto shall be in conformity with the chartered aims and objectives and also the Bylaws of the Institute and shall be approved by the Board of Direction before becoming effective.

Section 7.

Chapter dues shall not exceed one-half of the Institute dues for corresponding classifications of membership.

Section 8.

Funds of the Institute may be allotted to each chapter on a basis determined by the Board of Direction, the formula adopted being applicable to all chapters. Payments of funds shall be subject to regulations established from time to time by the Board of Direction.

Article VII — Standards  

Section 1.

The Board of Direction shall adopt such rules and regulations governing the procedure for the consideration and adoption of Standards as will safeguard their soundness and representative character.

Article VIII — Amendments  

Section 1.

Amendments to these Bylaws may be proposed either by the Board of Direction or by petition.  Amendments proposed by petition shall be submitted in writing to the Executive Vice President and shall be endorsed by not fewer than 75 members.  Amendments proposed by the Board of Direction shall be acted upon according to the normal procedures for Board action.

Section 2.

Any proposed amendments to these Bylaws, received by the Executive Vice President no less than 120 days before a meeting of the Institute called in accordance with the provisions of Article IV of the Bylaws, and found to be in compliance with procedural requirements, shall be emailed to the membership at least 30 days prior to said meeting.

Section 3.

Such amendments shall be presented at said meeting, may be further amended by a nine-tenths vote of members present and voting, shall be referred to the Institute membership for balloting if approved by two-thirds of the members voting at the meeting. Two-thirds of the votes cast by ballot, canvassed within 90 days after balloting, shall be affirmative for their adoption.

Article IX — Dissolution  

Section 1.

In case of dissolution of this Institute, the Board of Direction shall authorize the payment of all debts of the Institute, including accruals; authorize the payment of reasonable separation pay to the Institute's employees; insure the security of the employees' retirement fund; and arrange for the distribution of remaining assets, if any, to a nonprofit technical or professional organization or organizations having similar aims and objectives.

Article X — Indemnification  

Section 1.

Subject to Section 3, the Institute shall indemnify any present or former director, officer, employee, member of an Institute committee, agent, or any such person's heirs and estate against expenses as defined in Section 5 incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than one brought by or in the right of the Institute, or one in which any such person was, or is, involved by reason other than having undertaken acts at the direction or request of the Institute or having the status of a director, officer, employee or agent of the Institute.

Section 2.

Subject to Section 3, the Institute shall indemnify any person or entity included in Section 1 as eligible for indemnification against expenses as defined in Section 5 incurred in connection with any threatened, pending or completed action, suit or proceeding by or in the right of the Institute except that no indemnification shall be provided in respect to any acts or matters for which any person otherwise entitled to indemnification shall have been adjudged liable for negligence or misconduct in the performance of a duty to the Institute unless and only to the extent that the court in which such adjudication was rendered determines upon application that despite the adjudged liability, given the circumstances of the action, suit, or proceeding, such person is fairly and reasonably entitled to such expenses as the court deems proper.

Section 3.

Indemnification shall be provided under this Article only for acts or matters undertaken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Institute.

Section 4.

For purposes of Sections 1 and 2, "agent" shall include, but not be limited to, members of Institute committees, chapters and their directors, officers, employees, agents (including examiners and trainers), and all other persons or entities authorized by the Board of Direction to conduct an Institute certification program, provided, however, that no person or entity shall be deemed an agent of the Institute for purposes of this Section unless solely and reasonably acting in good faith, within the scope of their actual authority, in conducting an Institute certification program, but not including certification programs which have only been approved or accredited by the Institute.

Section 5.

"Expenses" as used in this Article mean attorney fees actually and reasonably incurred, judgments, settlements, fines and other amounts actually and reasonably incurred in good faith in connection with any such action, suit, or proceeding.

Section 6.

Whether any present or former director, officer, employee, agent or any such person's heirs and estate meet the standards for indemnification set forth in this Article (except as otherwise ordered by a court under Section 2) shall be conclusively determined by (a) the Institute's Board of Direction, by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding or (b) by independent legal counsel in a written opinion if a quorum of disinterested directors so elects or if a quorum of disinterested directors is not obtainable.

Section 7.

The Institute may advance expenses as defined in Section 5, and indemnify any other person or entity in the manner and to the full extent, and shall have such other rights and powers in connection therewith, as may be permitted to the Institute under law.  Indemnification may be obtained under this Section upon a majority vote of a quorum of disinterested directors of the Board of Direction.

Section 8.

The Institute shall indemnify any director, officer, employee, agent or committee member of subsidiary corporations which are wholly owned or controlled by the Institute.  Indemnification provisions of Section 1-7 of the Article are also applicable to Section 8.

Article XI — Trade Regulation Policy  

Section 1.

It shall be the policy of the Institute to observe strictly, in letter and in spirit, the trade regulation laws of the United States and of the several states, including the body of laws customarily referred to as the Antitrust Laws of the United States.  In pursuance of this policy, the Board of Direction shall adopt and publish as appropriate an Antitrust Policy Statement, shall amend the statement from time to time as appropriate and shall take periodic reports from the Executive Vice President of the Institute as to compliance by the Institute with such policy.