BY-LAWS
INTERNATIONAL RIGHT OF WAY ASSOCIATION
As voted on and approved by its members
February 27, 2009
ARTICLE I - GENERAL
Section 1. The name of this chapter shall be the New England Chapter No. 16, International Right of Way Association (IRWA).
Section 2. This Chapter is a chapter of the International Right of Way Association, a corporation formed under the laws of the State of
Section 3. Each member of this Chapter must conduct himself/herself in such a manner as to reflect honesty and integrity on the IRWA bound by the Code of Ethics of IRWA. A member may be suspended or expelled from this Chapter and from IRWA on such grounds and in the same manner provided for in the By-Laws of IRWA.
Section 4. This Association being non-political, non-partisan, and non-sectarian, no member shall present himself/herself as a spokesperson for IRWA in respect to any religious or political activity without the specific approval of the International Executive Committee of IRWA. In any presentation wherein a member is in any way identified as a member of IRWA, said member shall specifically indicate that the opinions expressed represent his/her opinions as an individual and are not intended to reflect policy positions of IRWA or this Chapter.
ARTICLE II – MEMBERSHIP
Section 1. The classes of membership in this Chapter and the requirements for such membership shall be those established in the International Bylaws of the IRWA.
ARTICLE III – 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 at intervals not less than 28 days apart. A schedule of regular meetings, except the annual meeting, may be postponed by the President with the concurrence of a majority of the Chapter Executive Board.
Section 2. An annual meeting of the members of this Chapter shall be held prior to the fifteenth day of December of each year. Annual reports of all officers and committees will be presented at that meeting. Chapter officers, including International Directors, shall be elected and installed at said 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 active members of the Chapter.
Section 4. Notice of all meetings shall be given to the active members by mail, facsimile, e-mail or telephone at least five days prior to such meeting.
Section 5. A majority of active members, or five, whichever is the smaller, shall cnstitute a quorum.
Section 6. Members may participate in meetings by teleconference when feasible and such participation shall be deemed to be presence at the meeting.
ARTICLE IV – OFFICERS
Section 1. The officers of this Chapter shall be a President, Vice President, Treasurer, Secretary, and Assistant Secretary together with such other officers the President may appoint with the concurrence of the Chapter Executive Board.
In addition to the officers listed above, there shall be elected each year from the active membership of the Chapter, one member to serve as a member of the International Board of Directors of the International Right of Way association. Said International Director shall be elected for a two-year term so as to comply with the International Bylaws providing for two directors from each Chapter.
Section 2. Except for the Officers appointed by the President as provided in Section I of this Article, all officers shall be elected by ballot from the active membership of this Chapter; the officers so elected and appointed shall serve for one year beginning the start of the administrative year or until their successors are duly elected or appointed and installed.
Section 3. If the office of International Director shall become vacant, the Chapter shall, at an election scheduled for and held at the next regular meeting of the Chapter following the date the vacancy occurs, elect a Director to hold the office during the unexpired term. If the Chapter fails to elect a new Director and to certify such election to the International Secretary prior to the next meeting of the International Board of Directors, the Board, by a majority vote of those Directors in attendance, shall elect a Director from the membership of the Chapter who shall hold office for the unexpired term. If the office of the President shall become vacant, the Vice President shall immediately succeed to the duties and office of President. In the event of a vacancy in another office, said office shall be filled by an appointment from the active members of the Chapter with the concurrence the Chapter Executive Board.
Section 4. No officers except with approval of the Executive Board, may be re-elected to the same office for more than two (2) consecutive terms until two (2) years have elapsed following the end of his/her term of office.
Section 5. If the office of an International Director shall become vacant, the Executive Board shall appoint a director to hold the office for the unexpired term.
Section 6. 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, said office shall be filled by the President from the active members of the Chapter, with the concurrence of the Executive Board.
Section 7. The officers of this organization shall perform duties as herein set forth.
A. International Directors. The International Directors shall act as liaison between the International and Chapter structures of the IRWA working in close cooperation with the Regional Chairman and Vice Chairman. They shall inform the Chapter Executive Board of all actions and activities occurring at meetings of the International Board of Directors and of such matters as may come to their attention.
B. President. The President shall be the Chief Executive Officer of the Chapter and ex-officio member of all committees and shall be subject to the control of the 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 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 IRWA, this Chapter or the Chapter Executive Board.
C. Vice President. The Vice President shall have the general powers and duties of a Vice President; shall advise and assist the President when called upon to do so, and shall perform such other duties as may be requested by the Executive Board. The Vice President shall perform the duties of the President in his/her absence or his/her inability or refusal to discharge the duties of office, and shall perform all other duties of office as may be required by the Executive Board, the President and the By-Laws. In case the office of the 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 Executive Board; shall carry on all correspondence of the Chapter and shall perform such duties as may be required of the Chapter Executive Board.
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 Chapter Executive Board. The Treasurer shall perform such other duties as are delegated to that officer by the Chapter Executive Board.
F. Assistant Secretary. The Assistant Secretary shall act as Secretary in the absence or disability of the Secretary.
ARTICLE V - EXECUTIVE BOARD & COMMMITTEES
Section 1. Executive Board. The elected Chapter officers, immediate Past President and the Committee Chairmen, shall constitute the Executive Board of this Chapter.
A quorum shall consist of any three officers of this Chapter and two other members of the Executive Board or any two officers of this Chapter, which shall include either the President or Vice President and any four Chairmen of standing committees of this Chapter.
The Executive Board shall have the power and duty to conduct and direct all the business and affairs of the Chapter.
Section 2. There shall be in this Chapter certain standing committees as provided in this Article. Unless specifically provided otherwise herein, the President shall appoint the chairman and members of each standing committee immediately after taking office. They shall be appointed from the active members of the Chapter to 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 3. Committee on Nominations and Elections. A committee on nominations and elections shall be appointed by the President not later than the June regular meeting and shall consist of a Chairman and at least three members. This committee shall present and recommend a slate of officers to the membership for their consideration not later than the October regular meeting.
Section 4. Professional Development Committee. There shall be in this Chapter a Professional Development Committee appointed by the President. All members of said Chapter Professional Development committee must have attained the designation of Senior Member International Right of Way Association or at least one IRWA certification in a right of way discipline.
Section 5. Education Committee. There shall be in this Chapter an Education Committee, consisting of three members, each to be appointed by the President for a three-year term; provided, however, that upon the initial appointment of the membership of said committee, one-third thereof shall be for a term of one, and one-third thereof shall be for a term of two years. One member of the committee shall be appointed annually by the President to serve as Chairman
Section 6. Membership and Public Relations Committee. There shall be in this Chapter a Membership and Public Relations Committees, consisting of one member each, to be appointed by the President for a one-year term.
Section 7. Special Awards Committee. There shall be in this Chapter a Special Awards Committee, consisting of three members, each to be appointed by the President for a one-year term.
Section 8. There may be such other standing Committees as the Executive Board shall from time to time determine to be necessary and there may 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. Dues of active, retired, associate and senior members of this Chapter shall be such amount as is determined by IRWA for international membership plus such amount as is determined by the Executive Board for Chapter membership. Said dues are payable to IRWA.
Section 2. Annual dues of Associate Members of this Chapter shall be the same for active members.
Section 3. No dues shall be required of retired members of this Chapter
Section 4. Any member who has not paid his or her dues prior to March 1 of the year for which due shall be delinquent.
ARTICLE VII- RULES OF ORDER
Section 1. Except as otherwise specifically provided for in these Bylaws, Robert’s Rules of Order, Revised are hereby adopted as the rules for the procedure and conduct of all meetings of this Chapter, Executive Board and Committees.
ARTICLE VIII - COMPENSATION
Section 1. No compensation shall be paid to any officer, committee member or member for acting as such. Reimbursement for expenses incurred for the benefit of the chapter must be authorized by the Executive Board.
ARTICLE IX – AMENDMENTS
Section 1. These By laws may be repealed, amended or new Bylaws adopted at any regular meeting of the Chapter by an affirmative two-thirds vote of the active members present, after the same has been submitted in writing and read at the previous regular meeting or a copy thereof sent by mail to the active 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 Executive Committee.
