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Bylaws

January 1, 2011

NEW YORK EMPIRE STATE CHAPTER NO. 18
OF THE INTERNATIONAL RIGHT OF WAY ASSOCIATION

Table of Contents

 

ARTICLE I

GENERAL

ARTICLE II

MEMBERSHIP

ARTICLE III

OFFICERS

ARTICLE IV

BOARDS

ARTICLE V

COMMITTEES

ARTICLE VI

DUES

ARTICLE VII

MEETINGS

ARTICLE VIII

VOTING

ARTICLE IX

RULES OF ORDER

ARTICLE X

AMENDMENTS


ARTICLE I GENERAL

Section 1.

The name of this Chapter shall be New York Empire State Chapter No. 18, International Right of Way Association.

 

Section 2.

This Chapter is a Chapter of the International Right of Way Association, a corporation formed August 9, 1946 under the laws of the State of California and all of its rights and powers are subject to the laws of said State, the Articles of Incorporation of said Association, and the Bylaws, Rules and Regulations of said Association, including the requirement that all chapter bylaws and amendments thereto are not effective until their approval by the International Executive Committee of said International Right of Way Association.

 

Section 3.

Each member of this Chapter must conduct himself or herself in such a manner as to reflect honesty and the integrity of the International Right of Way Association and each is bound by the Code of Ethics and Rules of Professional Conduct of said Association on such grounds and in the same manner provided for in the International Bylaws of the International Right of Way Association.

 

Section 4.

This Association being non political, non partisan and non sectarian, no member shall present himself or herself as a representative of the Association without proper authorization from the Association. In any presentation wherein a member is in anyway identified as a member of the Association, said member shall specifically indicate that the opinions expressed represent only private opinions as an individual and are not intended to reflect policy positions of the Association or this Chapter.

 

Section 5.

The administrative year of this chapter shall be from July 1st through June 30th.


ARTICLE II MEMBERSHIP

Section 1.

The membership classes in this Chapter and the requirements for such membership shall be those established in the International Bylaws of the International Right of Way Association.

 

ARTICLE III OFFICERS

Section 1.

The officers of this Chapter shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be appointed by the President with the concurrence of the Chapter Executive Board.

 

In addition to the offices listed above, there shall be elected each year from the active membership of the Chapter, one (1) member to serve as a member of the International Board of Directors of the IRWA. Said Director shall be elected for a two-year term so as to comply with the International Bylaws providing for two (2) directors from each Chapter.

 

Section 2.

Except for officers appointed by the President as provided in Section 1 of this Article, all officers shall be elected by ballot from the active, retired, and senior members of this Chapter, the officers so elected and appointed shall serve for one year beginning the following July 1st or until their successors are duly elected or appointed and installed. If the office of President shall become vacant, the Vice President shall immediately succeed to the duties and office of President. In the event of a vacancy in any other office, except Vice President, said office shall be filled by the President from the members of the Chapter with the concurrence of the Chapter Executive Board.

 

Section 3.

If either or both the office(s) of International Director(s) shall become vacant, the Chapter, at an election scheduled for and held at the next regular meeting of the Chapter following the date the vacancy occurs, shall elect new Director(s) to hold office during the unexpired term. If the Chapter fails to elect new Director(s) and to certify such election to the International Secretary prior to the next meeting of the International Board of Directors, the International Board of Directors, by a majority vote of those Directors in attendance, shall elect Director(s) from the membership of the Chapter present at the International Board of Directors meeting who shall hold office for the unexpired term.

 

Section 4.

No officer may be re elected to the same office until two years have elapsed following the end of the term to which elected, provided, however, that this limitation shall not apply to the office of Secretary or Treasurer.

 

Section 5.

The officers of this organization shall perform duties as hereinafter set forth.
 

A. President

The President shall be the Chief Executive Officer of the Chapter and ex officio member of all committees and shall, subject to the control of the Chapter Executive Board, have general supervision, direction and control of the business and officers of the Chapter. The President shall preside at all meetings of the Chapter and of the Chapter Executive Board, and shall have the general powers and duties usually vested in the office of President, and such other powers and duties as may be prescribed by the Bylaws of the Association, this Chapter or the Chapter Executive Board.

 

B. Vice President

The Vice President shall have the general powers and duties of a Vice President; shall advise and assist the President when called on to do so, and shall perform such other duties as may be required by the Chapter Executive Board. The Vice President shall perform the duties of President in the President's absence or inability to discharge the duties of office, and shall perform such other duties as may be required by the Chapter Executive Board, President and the Bylaws. The Vice President shall act as Program Chairperson, being responsible for coordinating the meeting sites and program for all Chapter meetings as outlined under Article VII of these bylaws. The Vice President shall act as liaison between Chapter committees and the Chapter Executive Board. In addition, the Vice President shall act as Chairperson of a Bylaws Revision Committee. In case the office of President becomes vacant, the Vice President shall become President.

 

D. Secretary

The Secretary shall keep a book of minutes of all of the meetings of the Chapter and the Chapter Executive Board, shall carry on all correspondence of the Chapter and shall perform such duties as may be required by the Chapter Executive Board or the President. The Secretary shall serve as a member of the Bylaws Revision Committee.

 

E. Treasurer

The Treasurer shall receive all funds of the Chapter and keep a proper record thereof, shall deposit them in a convenient responsible bank, and shall disburse them only upon receipt of proper authority from the President or the Chapter Executive Board. The Treasurer shall perform such other duties as are delegated to that officer by the Chapter Executive Board.

 

F. International Directors

The International Directors shall act as liaison between the International and Chapter structures of the Association working in close cooperation with the Regional Chairperson and Vice Chairperson. They shall inform the Chapter Executive Board of all actions and activities occurring at meetings of the International Board of Directors and of such other matters as may come to their attention. They shall represent the Chapter and be authorized to vote on any and all proposals at International Board of Directors meetings.


ARTICLE IV BOARDS

Section 1.

Executive Board - The Executive Board shall consist of the elected Chapter officers, the two (2) most recent Past Presidents and the Committee Chairpersons. The Chapter Executive Board shall have the power and duty to conduct and direct all the business and affairs of the Chapter.

 

Section 2.

Five members of the Chapter Executive Board shall constitute a quorum, providing that there are present two officers.


ARTICLE V COMMITTEES

Section 1.

There shall be in this Chapter certain standing committees as provided in this Article. Unless specifically provided otherwise herein, the Chairperson and members of each standing committee shall be appointed by the President immediately after taking office and shall serve at the pleasure of the President. The President or in case of the disability or absence of the President, the Vice President, shall be an ex officio member of each standing committee.

 

Section 2.

Nominations and Elections Committee. A Nominations and Elections Committee shall be appointed by the President not later than the winter regular meeting of the Chapter Executive Board. The committee shall consist of three persons; a Chairperson who shall be the immediate Past President of the Chapter and two other Chapter members. This committee shall present, not later than the March regular meeting or via email in March, a slate of nominees for the Chapter offices to the membership for their consideration.

 

Section 3.

Professional Development Committee. A Professional Development Committee shall be elected. The committee shall consist, at the discretion of the Chapter Executive Board, of three or six members who shall be elected at the same time and in the same manner as the officers of this Chapter are elected. All members of the Professional Development Committee must have attained the designation of Senior Member International Right of Way Association.

 

Section 4.

Education Committee. An Education Committee shall be appointed by the President. The committee shall consist of three members.

 

Section 5.

Membership Committee. A Membership Committee shall be appointed by the President.

 

Section 6.

Long Range Planning Committee. A Long Range Planning Committee shall be appointed by the President. The committee shall consist of a Chairperson, who shall be the immediate Past President of the Chapter, with other members being all other Past Presidents and any other Chapter members the President appoints.

 

Section 7.

There may be such other standing committees as the Chapter Executive Board shall from time to time determine to be necessary, provided, however, that there shall be established in this Chapter committees corresponding to those certain International Committees designated for Chapter counterparts by the International Board of Directors or the International Executive Committee.

 

ARTICLE VI DUES

Section 1.

Annual International dues of Chapter members shall be set by the International Board of Directors.

 

Section 2.

Annual Chapter dues of Chapter members shall be set by the Chapter Executive Board.

 

ARTICLE VII MEETINGS

Section 1.

Regular meetings of this Chapter shall be held at the time and place designated by the President. Regular meetings shall be held at least four times each calendar year. A scheduled regular meeting, except the annual meeting, may be postponed by the President with the concurrence of a quorum of the Chapter Executive Board.

 

Section 2.

An annual meeting of the members of this Chapter shall be held not later than May of each year. Annual reports of all officers and committees will be presented at that time, excepting that the Treasurer shall provide the Chapter Executive Board a calendar year end financial report at the first scheduled Chapter Executive Board meeting in the following year. Chapter officers and the Professional Development Committee members shall be elected at the annual meeting and such other business as may be presented may be conducted.

 

Section 3.

Special meetings may be called at any time by the President and shall be called upon receipt of a written request signed by four members of the Chapter Executive Board or by ten members of the Chapter.

 

Section 4.

Notice of all meetings shall be given to the active members at least five days prior to such meeting.

 

Section 5.

Eight active members, or ten percent (10%) of the active membership of the Chapter, whichever is larger, shall constitute a quorum.

 

ARTICLE VIII VOTING

Except as otherwise provided for in these Bylaws, Robert's Rules of Order are hereby
adopted as the rules for the procedure and conduct of all meetings of the Chapter and of the
Chapter Executive Board and Committees.

 

ARTICLE X AMENDMENTS

These Bylaws may be repealed, amended or new Bylaws adopted at any regular meeting of
the Chapter by an affirmative two thirds vote of the members present after the same has been
submitted in writing and read at a previous regular meeting or a copy thereof sent by mail or
email to the members of the Chapter at least ten days prior to the meeting.

 

Said action by the Chapter shall not become effective until approved by the International
General Counsel.

 
 
 
 

 

 

ARTICLE I General
ARTICLE II Membership

ARTICLE III Officers
ARTICLE IV Boards
ARTICLE V Committees
ARTICLE VI Dues
ARTICLE VII Meetings
ARTICLE VIII Voting
ARTICLE IX Rules of Order
ARTICLE X Amendments