BYLAWS OF ONTARIO CHAPTER NO. 29
INTERNATIONAL RIGHT OF WAY ASSOCIATION
ARTICLE I - GENERAL
Section 1. The name of this chapter shall be Ontario Chapter No. 29, 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 General Counsel 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 any way identified as a 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
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 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. A scheduled regular meeting, except the annual meeting, may be postponed by the President with the concurrence of a majority of the Executive Board.
Section 2. An annual meeting of the members of this Chapter shall be held prior to the fifteenth day of November each year. Annual reports of officers and committees may be presented at that time and any other business conducted. Chapter officers, including International Directors, shall be elected at said meeting.
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 Executive Board or by ten active members of the Chapter.
Section 4. Notice of all membership meetings shall be given to the active members in writing at least five days prior to such meeting, or by telephone or other electronic means prior to such meeting.
Section 5. A majority of active members, or twenty, whichever is the smaller, shall constitute a quorum.
Section 6. Executive Board meetings may be conducted in person or electronically by videoconferencing or teleconferencing. Resolutions may be made and voted upon at such meetings, or via e-mail outside such meetings. Minutes will be duly recorded of all such meetings and resolutions.
ARTICLE IV - OFFICERS
Section 1. The officers of this Chapter shall be a President, First Vice President, Second Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer;
(Assistant Secretary and Assistant Treasurer may be combined into Assistant Secretary/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 above listed, there shall be elected each year from the active membership of the Chapter a 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 from the active membership of this Chapter; the officers so elected and appointed shall serve for one year beginning the following January 1st, or until their successors are duly elected or appointed and installed.
Section 3. If the office of International Director shall be 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 Board of Directors meeting who shall hold office for the unexpired term.
If the office of President shall become vacant, the first 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 4. Officers may be re-elected to the same office for one further term of one year upon the recommendation of the Nominations and Elections Committee and with the concurrence of the Executive Board but may not be re-elected to the same office until two years have elapsed following the end of the second consecutive term to which elected, provided, however, that this limitation shall not apply to the office of Secretary, Assistant Secretary, Treasurer, Assistant Treasurer or International Director.
Section 5. The officers of this organization shall perform duties as hereinafter set forth.
A. International Directors The International Directors shall act as liaison between the International and Chapter structures of the Association working in close co-operation with the Regional Chair and Vice Chair. They shall inform the Executive Board of all actions and activities occurring at meeting 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 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 Executive Board.
C. First Vice President The First Vice President shall have the general powers and duties of a First 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 First Vice President shall become President.
D. Second Vice President The Second Vice President shall have the general powers and duties of a Second Vice President; shall act as President in the case of the absence or disability of both the President and the First 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 Executive Board.
E. 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.
F. Treasurer The Treasurer shall receive all funds of the Chapter and keep a proper record thereof, shall deposit them in a convenient responsible bank or financial institution, and shall disburse them on the cheque of the chapter only upon receipt of proper authority from the Executive Board. The Treasurer shall perform such other duties as are delegated to that officer by the Executive Board.
G. Assistant Secretary, Assistant Treasurer or Assistant Secretary/Treasurer The Assistant Secretary, Assistant Treasurer or Assistant Secretary/Treasurer shall perform all the duties of
the Secretary and/or Treasurer in their absence or disability or when called on to do so, either by the Secretary or Treasurer.
H. Any two signatures of the President, First Vice President, Second Vice President or Treasurer are required for signing or countersigning cheques of the Chapter.
ARTICLE V- EXECUTIVE BOARD AND COMMITTEES
Section 1. Executive Board The elected Chapter officers, immediate Past President, the International Directors and the Committee Chairs 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.
A. Quorum Any three officers and four other members of the Executive Board, or any two officers, which shall include either the President or Vice President and any five members of five separate standing committees shall constitute a quorum of the Executive Board for the transaction of business, except that in the absence of the Secretary and Assistant Secretary, a Secretary pro-tem may be appointed by the President, or in his absence, the Vice President.
B. Advisory Council All Past Presidents shall serve as the Advisory Council to the Executive Board with the privilege of attending Board meetings and having voice, but no vote.
Section 2. There shall be in this chapter certain standing committees as provided in this Article. Unless specifically provided otherwise herein, the Chair 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 the 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 July each year and shall consist of a Chair and up to three members. This Committee shall present and recommend a slate of officers to the membership for their consideration not later than the September regular meeting.
Section 4. Professional Development Committee There shall be in this Chapter a Professional Development Committee consisting of a Chair and up to two members, each to be appointed by the President for up to a three year term. The Chair of said Chapter Professional Development Committee must have attained the designation of Senior Member- International Right of Way Association (SR/WA).
Section 5. Education Committee There shall be in this Chapter an Education Committee consisting of a Chair and up to two members, each to be appointed by the President for a one year term.
Section 6. Membership Committee There shall be in this Chapter a Membership Committee consisting of a Chair and up to two members, each to be appointed by the President for a one year term.
They shall receive, investigate, pass upon, and recommend to the Executive Board, all applications for membership together with such other duties as may be required by the Executive Board. Approval of applications for membership may, in the interest of efficiency, be delegated to the Chair by the Executive Board subject to subsequent reporting to and ratification by the Executive Board.
Section 7. Special Awards Committee There shall be in this Chapter Special Awards Committee, consisting of a Chair and up to two members, each to be appointed by the President for a one year term. They shall investigate and recommend to the Executive Board individual(s) and/or employer(s) deserving of special awards. This Committee may be combined with the Nominations and Elections Committee.
Section 8. Finance Committee There shall be in this Chapter a Finance Committee consisting of a Chair and up to three members, of which the Treasurer shall be a member, each to be appointed by the President for a one year term.
The Finance Committee shall be responsible for the funds of the Chapter including supervision of the receiving, depositing and, after the approval of the Executive Board, the disbursal thereof, and shall advise as to the ways and means of financing the activities of the Chapter and such other duties common to a Finance Committee, and such other duties as may be required by the Executive Board. The Finance Committee with the assistance of the Treasurer shall submit a budget for ratification by the Executive Board.
Section 10. There may be such other standing 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.
Section 11. The action taken by any Committee is not final until the same has been approved or acted on by the Executive Board.
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 being 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 active membership shall be accompanied by an application fee which may be established by the Executive Board.
Section 3. Annual dues of Associate Members of this Chapter shall be an amount established by the Executive Board.
Section 4. Annual dues of Retired Members of this Chapter shall be an amount established by the Executive Board.
Section 5. Annual dues of all other classes of membership shall be such amounts established by the Executive Board.
ARTICLE VII - RULES OF ORDER
Except as otherwise specifically 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 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 submitted in writing and read at a 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 General Counsel.
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APPROVED APRIL 29, 2001 BY INTERNATIONAL GENERAL COUNSEL
