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 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 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/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 International Bylaws of the IRWA.
Section 4. The 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.
Section 5. The administrative year of this Chapter shall be from July 1 to June 30.
Section 1. The classes of memberships 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 (i.e. General membership) 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 scheduled regular meeting, 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 15th day of May. Chapter officers, including International Directors, shall be elected and installed prior to the 15thday of June 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 or an electronically transmitted request accepted by four members of the Chapter Executive Board.
Section 4. Notice of all meetings shall be given to the active members by electronically transmitted communication at least five days prior to such meeting.
Section 5. Ten percent (10%) of the active membership of the Chapter, or five active members, whichever is the larger, shall constitute a quorum.
Section 6. Members may participate in regular 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, a 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. One International Director shall be electedfor a two-year term and one Director for a one- year term; both International Directors elected for their terms annually 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 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 until their successors are duly elected or appointed and installed.
Section 3. If the office of International Director shall be 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 present at the International Board of Directors’ meeting 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 of another office, said office shall be filled by the President from the active members of the Chapter with the concurrence of 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 one (1) year has elapsed following the end of his /her term of office, provided, however, that this limitation shall not apply to the office of Secretary , Treasurer or International Director.
Section 5. 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. 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, 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 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 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 Bylaws.
D. Secretary. The Secretary shall keep a Book of minutes of all of the meetings of the Chapter and the Executive Board 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 & COMMITTEES
Section 1. Executive Board. The elected Chapter officers and the Committee Chairpersons 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 and Vice President and any three Chairs of standing committees or board members of this Chapter.
The Executive Board shall have the power and duty to conduct and direct all the business 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 chairs and members of each standing committee immediately after taking office. They shall be appointed from the active members of the Chapter and 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 Awards. A committee on Nominations and Awards shall be appointed by the President not later than the November regular meeting and shall consist of a chair and two members. This committee shall present and recommend a slate of officers to the membership for their consideration not later than the April 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 of the International Right of Way Association or at least one IRWA certification in a right of way discipline whenever possible.
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 shall be for a term of two years. One member of the Committee shall be appointed annually by the President to serve as Chair and who shall serve a one-year term.
Section 6. Membership Committee. There shall be in this Chapter a Membership Committee, the Chair to be appointed by the President.
Section 7. There may be such other standing Committees as the Executive Board shall from time to time determine to be necessary, provided however, that 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. Committee Chairs should attend at least half of the general membership meetings and half of the Executive-Board meetings in any given fiscal year.
ARTICLE VI- DUES
Section 1. Annual dues of active, 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. In addition to the dues required herein, all applications for new active membership shall be accompanied by an application fee which may be established by the International Executive Committee.
Section 3. Annual dues of retired members, with magazine, of this Chapter, shall be an amount established by the Executive Board.
Section 4. Annual dues of retired members, without magazine, of this Chapter, shall be an amount established by the Executive Board.
ARTICLE VII- RULES OF ORDER
Section 1. Except as otherwise specifically provided for in these Bylaws, Robert’s Rules of Order, revised as hereby adopted as the rules for the procedure and conduct of all meetings of this Chapter, Executive Board and Committees.
ARTICLE VIII- AMENDMENTS
Section 1. 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 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 or electronic mail (e-mail) to the active members of the Chapter at least ten (10) days prior to the meeting. Said action by the Chapter shall not become effective until approved by the International Executive Committee’s General Counsel or its designee.
ARTICLE IX- 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.