ARTICLE I – GENERAL
Section 1. The name of this Chapter shall be San Francisco Bay Area Chapter 2, International Right of Way Association.
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 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. A member may be suspended or expelled from this Chapter and from said Association on such grounds and in the same manner provided for in the International Bylaws.
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 member of the Association, said member shall specifically indicate that the opinions expressed represent only private opinions and are not intended to reflect policy positions of the Association or this Chapter.
ARTICLE II – MEMBERSHIP
The classes of membership 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 – 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. Any 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 fifteenth day of the second to last month of each administrative year. Annual reports of all officers and committees will be presented at that time. Chapter officers, including International Directors, for the coming year shall be elected 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 or electronically transmitted request of four members of the Chapter Executive Board or ten active members of the Chapter.
Section 4. Notice of all meetings shall be given to the active members in writing or via electronically transmitted communications at least five days prior to such meeting or by telephone prior to such meeting.
Section 5. Seven active members or ten (10%) of the active membership of the Chapter, whichever is larger, shall constitute a quorum.
ARTICLE IV - OFFICERS
Section 1. The officers of this Chapter shall be a President, Vice President, Secretary, and Treasurer, together with such other officers as may be appointed by the President with the concurrence of the 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 officers appointed by the President as provided in Section 1 of this Article, all officers shall be elected by ballot from the active membership of this Chapter; the officers elected and appointed shall serve for one year beginning at the start of the administrative year or until their successors are duly elected or appointed and installed.
Section 3. If the office of President shall be vacant, the Vice President immediately succeeds to the duties and office of President. If the Office of Vice President shall become vacant the Chapter, at an election scheduled for and held at the next regular meeting of the Chapter following the date of vacancy, shall elect a Vice President to hold the office during the unexpired term. In the event of a vacancy in any office, other than the President and Vice President, said office shall be filled by the President from the active members of the Chapter, with the concurrence of the Executive Board. 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.
Section 4. No officer may be re-elected to the same office until two years have elapsed following the end of his term of office; provided, however, that said prohibition shall not apply to the Secretary or Treasurer who shall be eligible to succeed themselves for one additional term.
Section 5. Immediate Past President. The Immediate Past President will serve as ex-officio member of all committees and Executive Advisor. In the event of a vacancy of both the President and Vice President, shall serve as President until an election at the next general meeting of the membership.
Section 6. The officers of this organization shall perform duties as herein set forth.
- 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 Chair and Vice Chair. 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.
- 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 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. The President shall make an annual report to the general membership on the status of the Chapter within 90 days after the close of the accounting year. Such report may either be published in the Chapter’s newsletter or presented at a general membership meeting.
- Vice President. The Vice President shall have the general powers and duties of a Vice President; shall act as President in the case of the absence or disability of the 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 Executive Board. In case the office of President becomes vacant, the Vice President shall become President.
- 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 provide financial reports as required by the IRWA Headquarters in a timely fashion. The Treasurer shall perform such other duties as are delegated to that officer by the Chapter’s Executive Board; Treasurer shall have the authority to delegate responsibility for the Education Fund to Education Chair.
- 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 by the Executive Board.
Section 7. Except officers appointed by the President as provided in Section 1 of this Article, all officers shall be elected by ballot from the active membership of this Chapter. If members are offered the opportunity to vote by electronic ballot, the electronic ballot shall be provided to all active members not less than 30 days before the date of the election. The ballot shall include (1) space for write-in votes; (2) notice that by voting via electronic ballot, the member will not be able to vote on candidates nominated from the floor, if any; (3) the name, e-mail address and mailing address of the person(s) to whom the completed ballots must be sent; and (4) a deadline by which the ballot must be received by the person(s) so designated, either electronically or by mail, which shall not be later than the day before the election. The officers so elected and appointed shall serve as provided in Section 4, or until their successors are duly elected or appointed and installed.
ARTICLE V – EXECUTIVE BOARD AND COMMITTEES
Section 1. Executive Board. The Elected Chapter officers, International Directors and the Committee Chairperson shall constitute the Executive Board of this Chapter. The Executive Board shall have the power and duty to conduct and direct all the business and affairs of the Chapter. Before any business is conducted by the Chapter Executive Board, there shall be at least 51% of the Executive Board present.
Section 2. 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. 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 end of the seventh month of the administrative year and shall consist of a Chairperson and up to three members. This committee shall present and recommend a slate of officers to the membership for their consideration as Executive Board members not later than the ninth month of the administrative year.
Section 4. Professional Development Committee. There shall be in this Chapter a Professional Development Committee, consisting of two (2) members, each of whom shall be elected or appointed for a three-year term. The Chairperson of said Professional Development Committee (PDC) must have attained the designation of Senior Member – International Right of Way Association and the other members of the PDC, if not designated as Senior Member, should be an SR/WA Candidate or possess an IRWA Discipline Certification whenever possible. Annual reports of all officers and committee chairpersons will be made to the President once a year in February.
Section 5. Education Committee. There shall be in this Chapter an Education Committee, consisting of two (2) members, each to be appointed by the President for a three-year term.
Section 6. There may be such other standing or ad hoc committees as the 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 dues of active members of this Chapter shall be such sum as is provided by the International Bylaws of this Association as and for the annual per capita assessment plus the sum for Chapter dues which may from time to time be established by the Executive Board.
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 Associate Members of this Chapter shall be an amount which may be established by the Executive Board.
Section 4. Annual dues of Retired Members, with magazine, of this Chapter, shall be an amount established by the Executive Board.
Section 5. No dues shall be required of Honorary Members; the Chapter will pay to International, International’s portion of the members’ dues.
ARTICLE VII – RULES OF ORDER
Except as otherwise specifically provided in these Bylaws, Robert’s Rules of Order are hereby adopted as the rules for the procedure and conduct of all meetings of this Chapter and of its Executive Board and Committees.
ARTICLE VIII – 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 active members present after the same has been sent by mail or via electronic transmission to active members of the chapter at least 10 days prior to the meeting. Said action by the Chapter shall not become effective until approved by the International Executive Committee or its designee.