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Bylaws
Bylaws
January 1, 2011
NEW YORK EMPIRE STATE CHAPTER NO. 18
OF THE INTERNATIONAL RIGHT OF WAY ASSOCIATION
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Table of Contents
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ARTICLE
I |
GENERAL |
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ARTICLE
II |
MEMBERSHIP |
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ARTICLE III |
OFFICERS |
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ARTICLE IV |
BOARDS |
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ARTICLE V |
COMMITTEES |
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ARTICLE VI |
DUES |
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ARTICLE VII |
MEETINGS |
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ARTICLE VIII |
VOTING |
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ARTICLE IX |
RULES OF ORDER |
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ARTICLE X |
AMENDMENTS |
ARTICLE I – GENERAL
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Section 1. |
The name of this Chapter shall be New York
Empire State Chapter No. 18, International
Right of Way Association. |
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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. |
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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. |
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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. |
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Section 5. |
The administrative year of this chapter
shall be from July 1st through June 30th. |
ARTICLE II – MEMBERSHIP
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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
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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. |
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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. |
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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. |
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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. |
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Section 5. |
The officers of this organization shall
perform duties as hereinafter set forth.
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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. |
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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. |
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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. |
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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. |
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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. |
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ARTICLE IV – BOARDS
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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. |
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Section 2. |
Five members of the Chapter Executive Board
shall constitute a quorum, providing that
there are present two officers. |
ARTICLE V – COMMITTEES
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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. |
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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. |
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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. |
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Section 4. |
Education Committee. An Education Committee
shall be appointed by the President. The
committee shall consist of three members. |
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Section 5. |
Membership Committee. A Membership Committee
shall be appointed by the President. |
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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. |
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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
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Section 1. |
Annual International dues of Chapter members
shall be set by the International Board of
Directors. |
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Section 2. |
Annual Chapter dues of Chapter members shall
be set by the Chapter Executive Board. |
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ARTICLE VII – MEETINGS
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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. |
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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. |
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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. |
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Section 4. |
Notice of all meetings shall be given to the
active members at least five days prior to
such meeting. |
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Section 5. |
Eight active members, or ten percent (10%)
of the active membership of the Chapter,
whichever is larger, shall constitute a
quorum. |
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ARTICLE VIII – VOTING
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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
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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. |
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