Chapter 9 By-Laws

INTERNATIONAL RIGHT OF WAY ASSOCIATION

A CALIFORNIA CORPORATION
INCORPORATED AUGUST 9, 1946
PENNSYLVANIA CHAPTER NO. 9
CHARTERED NOVEMBER 3,1955

ARTICLE I - GENERAL

Section 1. The name of this Chapter shall be PENNSYLVANIA CHAPTER NO.9, 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 By-Laws 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 International Right of Way Association and is bound by the Code of Ethics of said Association, and a member may be suspended and expelled from this Chapter and from said Association on such grounds and in the manner provided in Section 4 of Article II herein.

Section 4. This Association being non-political, non-partisan and non-sectarian, no member shall represent himself/herself as a spokesman for the Association in respect to any religious or political activity without the specific approval of the International Executive Committee. 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 his/her opinions as an individual and are not intended to reflect policy positions of the Association or this Chapter.

ARTICLE II - MEMBERSHIP

Section 1. An applicant for membership in this Chapter must be a minimum of eighteen (18) years of age of good character and reputation, and concerned with the acquisition, leasing, environmental, appraisal, survey, property management, or disposition issues of real property. Such activities must have some definitive relationship to right of way work by public, quasi-public or private organizations.

Section 2. This Chapter may have five (5) classes of membership. They are as follows:

ACTIVE MEMBER. Active members shall be those persons who are actively engaged in such right of way or related profession and who are elected to active membership.
ASSOCIATE MEMBER. Associate member shall be those persons who have been elected to active membership in another chapter in the Association and while in good standing in such chapter apply for membership in this chapter. Such members shall be entitled to all rights of active members except the right to vote and hold office. Associate members shall not be considered to have gained a second membership in the Association.
RETIRED MEMBER. Retired members shall be those persons who have reached retirement age, who have retired from their regular right of way profession while active members of this Chapter, and who no longer being regularly engaged in any occupation or professional activities for remuneration, file a request for and are duly elected to retired membership status by the Chapter Executive Board.
HONORARY MEMBER. Honorary members shall be those persons of prominence who are not otherwise members of the Association and are not eligible to become members, but who are involved in activities compatible with the qualifications of other classes of members who are elected to Honorary Membership by the Chapter Executive Board, provided, however, that such election shall not become final and effective until said member is approved for membership by the International Executive Committee.

Certificates evidencing such Honorary Membership shall be issued only by the International Executive committee on behalf of the Chapter and the Association.

e. SENIOR MEMBERS. Senior members shall be those persons who have queried and been registered under the Senior Member program of the Association.

Section 3. Applications for membership must be filed on the approved form with the Chairperson of the Membership Committee. The Membership Committee will review and make a recommendation to the Executive Board on each application received. The Executive Board will act on applications for membership at a duly convened meeting and those approved by majority vote will be accepted into membership.

Section 4. ADMONISHMENT, REPRIMAND, SUSPENSION AND EXPULSION FOR CAUSE. Failure of a member to conduct himself/herself in such a manner to reflect honesty and integrity on both himself/herself and the Association and to at all times be bound by the Code of Ethics and Aims and Purposes of the Association shall constitute justification for admonishment, reprimand, suspension or expulsion from membership and the administration of disciplinary action in accordance with the International By-Laws. Membership in the Chapter and Association may be terminated (1) by death; (2) by withdrawal or resignation; (3) by non-payment of dues; (4) by expulsion; and (5) as and whenever the member ceases to possess the qualifications for membership.

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 Chapter Executive Board.

Section 2. An annual meeting of the members of this Chapter shall be held prior to the fifteenth day of December each year. Annual reports of all officers and committees will be presented at that time. Chapter officers, including International Directors, 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 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 in writing or by telephone at least five days prior to such meeting.

Section 5. A majority of active members, or twenty, whichever is the smaller, shall constitute of quorum.

ARTICLE IV-OFFICERS

Section 1. The elected officers of the Chapter shall be a President, President-Elect, a Secretary, a Treasurer and two (2) International Directors, together with such offices as may be appointed by the President with the concurrence of the Executive Board. The Officers of the Chapter, except International director, shall be elected by the active membership of this Chapter for a one (1) year term beginning the following January 1 or until their successors are duly elected or appointed and installed.

Section 2. The Chapter Annual Installation Meeting shall take place in the 4th quarter of each year prior to December 15 or a date determined by Executive Board.

Section 3. Unless otherwise provided by action of the Executive Board, the officers shall he elected at the October meeting and installed at the Annual Installation Meeting. A Nominating Committee shall be appointed each year, at or before the April meeting and shall report its nominations to the general membership at least 30 days prior to elections. Opportunity shall be
given to any member to make nominations from the floor.

Section 4. No officers, except with approval of general membership, may be re-elected to the same office until two (2) years have elapsed following the end of his/her 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. If the office of International director 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 a director to hold the office for 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.

Section 6. If the office of President shall become vacant, the President-Elect 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 Chapter Executive Board.

Section 7. The officers of this Chapter shall perform as hereinafter 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 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.
THE 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 the President, and such other powers and dutiesas may be prescribed by the By-Laws of the Association, this Chapter or the Chapter Executive Board.
PRESIDENT-ELECT. The President-Elect shall perform the duties of the President in his absence or his inability or refusal to discharge the duties of office, and shall perform all other duties of office as may be required by the Chapter Executive Board, the President and the By-Laws.
VICE PRESIDENTS (Elected or Appointed). The Vice Presidents shall have the general powers and duties of a Vice President; shall advise and assist the President and President-Elect when called upon to do so, and shall perform such other duties as may be requested by the Chapter Executive Board.
SECRETARY. The Secretary shall keep a book of minutes of all 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; shall give and preserve a record of all required notices; and shall conduct and preserve a record of all of the Chapters’ official correspondence, and a current roster of the membership, officers, Executive Board and Committees.
TREASURER. The Treasurer shall receive all the funds of the Chapter and keep a proper record thereof; shall deposit such funds in a convenient, responsible bank, and shall disburse same only upon receipt of proper authority from the Chapter Executive Board. The Treasurer shall perform such other duties as delegated by the Chapter Executive Board.

ARTICLE V-OFFICERS

Section 1. EXECUTIVE BOARD. The Executive Board shall consist of the International Directors, elected officers and the Committee Chairperson. Five (5) members of the Board shall constitute a quorum, providing there are present three (3) officers, including the President or President-Elect and Secretary, International Director and two (2) Chairpersons of standing committees. The Board shall meet before each general meeting of the membership and at such times and places as shall be designated in a written notice authorized by the President, which shall be sent to each member of the Board not less than seven (7) days before the date of the meeting. The Board shall have the authority to represent the Chapter by taking any action which shall become necessary.

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 by the President from the active membership of the Chapter. The President, or in case of the disability or absence of the President, the President-Elect, 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 July regular meeting and shall consist of a Chairperson 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 September regular meeting.

Section 4. Professional Development Committee. There shall be in this Chapter a Professional Development Committee, consisting of (either 3 or a multiple of 3) members, each of whom shall be elected for a three-year term at the same time and in the same manner as the officers of this Chapter are elected; provided, however, that the first election following establishment of this committee, one-third of said members shall be elected for a one-year term; one-third for a two-year term, and the remainder for a full three-year term. All members of said chapter Professional Development Committee must have attained the designation of Senior Member International Right-of-Way Association.

Section 5. Education Committee. There shall be in this Chapter an Education Committee, consisting of (either 3 or a multiple of 3) members, each to be appointed by the President for a three year term; provided, however, that at the time of the initial appointment of the membership of said committee, that one-third of said members shall be appointed for a one-year term, one-third for a two year term, and remaining one-third for a full three-year term.

Section 6. 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 designed for Chapter counterparts by the International Board of Directors or the International Executive Committee.

ARTICLE VI-DUES AND FEES

Section 1. Dues of active, retired, and senior members of this Chapter shall be in accordance with the International By-Laws of this Association. Said dues are payable to International Right of Way Association on or before the first day of January each year. If elected to membership between January 1 and March 31, the new member shall pay the regular dues for the full year. If elected to membership on or after the first day of April but before July 1, such new member shall pay three-quarters of the dues for the balance of the current year; if on or after the first day of July but before October I, such new member shall pay one-half of the regular dues for the balance of the current year; if on or after the first day of October, such new member shall pay one-quarter of the regular dues for the balance of the current year.

Section 2. ASSOCIATE MEMBERS. Annual dues of Associate Members of this Chapter shall be in such amount as recommended by the Executive Board and authorized by the membership from time to time.

Section 3. All applications for membership must be accompanied by an initiation fee of Ten ($10.00) dollars in addition to the annual dues as provided in Section I above.

Section 4. Any member who has not paid his dues prior to March first of the year for which dues are owed shall be delinquent. A member paying his dues for the year between the first day of March and the fifteenth day of April shall pay, in addition to the regular Chapter dues, a delinquency penalty established by the Chapter Executive Board. If such dues and penalty are not paid by April 15, he/she shall be uspended from membership. In the event he/she applies for reinstatement within two years thereafter, he/she may be reinstated, but only upon the payment of the penalty and a reinstatement fee of $50 in addition to payment of the Chapter dues. The reinstatement fee shall be divided equally between the Chapter and the Association. The Chapter Executive Board may, upon a showing of good cause, waive the penalty. However, the Executive Board shall not waive the provisions of this section regarding payment of all accrued dues and the reinstatement fee.

ARTICLE VII-RULES OF ORDER

Section 1. Except as otherwise provided for in these By-Law, Robert’s Rule of Order, Revised is hereby adopted as the rules for the procedure and conduct of all meetings of this Chapter, its Board and Committees.

ARTICLE VIII-AMENDMENTS

Section 1. These By-Laws may be repealed, amended or new By-Laws 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 seven (7) days prior to the meeting. Said action by the Chapter shall not become effective until approved by the International Executive Committee. Please notify Newsletter Editor or Directory Chairperson of any change in address, phone number or email.

IRWA Chapter 9 - Philadelphia