Charter and Bylaws
ARTICLE I — MEMBERSHIP
Section 1.1 — Any Institute member of any grade who resides within the area designated for the District shall be a member of the District. Throughout these Bylaws, the term “resides” refers to the individual’s preferred Institute mailing address, either home or place of business.
Section 1.2 — Fellows and Members shall be eligible to hold any elective office of the District. Associate Members shall be eligible to hold the office of Secretary-Treasurer. A person may no longer hold elective office when they are no longer a member of District 6. Other grades shall enjoy all the privileges of membership, except the right to vote and to hold elective office.
Section 1.3 – Voting members are Institute members who are members of District 6 in good standing as determined by Institute records, excluding student and affiliate members.
ARTICLE II – RESIGNATION AND EXPULSION
Section 2.1 — Any Institute Member whose Institute membership has been forfeited shall also forfeit membership in the District. Any member of the Institute who is placed on inactive status by the Institute Board of Direction shall also be placed on inactive status by the District Board of Direction. Members will be reinstated in the District only if reinstated to active membership in the Institute.
Section 2.2 — In the event charges of unethical conduct are brought against a member of the Institute, the District Board of Direction shall immediately refer the matter to the Institute Board of Direction for handling as provided in Article II, Section 17 of the Institute’s Constitution.
ARTICLE III – FEES, DUES, AND ASSESSMENTS
Section 3.1 — Annual dues shall be established by the District and shall be billed by the Institute at the time of billing Institute dues.
Section 3.2 – The District Board of Direction may not increase annual dues by more than 10 percent in any year without an affirmative vote of a majority of those voting in a membership ballot following the same procedures as specified in Section 10.2.
Section 3.3 — Annual dues are collected in accord with Institute Board of Direction policy.
ARTICLE IV – OFFICERS AND BOARD OF DIRECTION
Section 4.1 — The District Board of Direction is comprised of four District Officers and the International Director(s) who represent District 6 on the International Board of Direction. The District Officers consist of the President, Vice President, Secretary-Treasurer and Past President. All of the District Officers, with the exception of the Past President, shall be elected at the District Annual Meeting per Article 5 and will assume office upon election, as provided in Section 7.3, or as soon as practical thereafter. The Past President office will be filled by the most recent Past President who remains a member of the District. International Director position(s) shall be elected to office at the District Annual Meeting and assume office as stated in the Institute’s Constitution.
Section 4.2 — The District Board voting membership shall consist of the District Officers and the International Director(s) who represent District 6. Additionally, the Editor of WesternITE and the District Administrator shall be ex-officio, non-voting Board of Direction members.
Section 4.3– The terms of President, Vice President, Secretary-Treasurer and Past President shall be for approximately one year, ending in conjunction with the next Annual Meeting of the District. The terms of International Director(s) shall be as stated in the Institute’s Constitution. No member shall occupy the same elective office for more than two consecutive terms.
Section 4.4 — If a vacancy occurs in the office of President, the unexpired term shall be filled by the Vice President. If a vacancy occurs in the office of Vice President or Secretary-Treasurer, the District Board of Direction may elect a member to fill the unexpired term, or may choose to temporarily assign the respective duties of the vacant position among the remaining elected Board of Direction members. If a vacancy occurs in the office of International Director, the District Board of Direction shall elect a member to fill the unexpired term. If a vacancy occurs in the office of Past President, the Past President whose term has most recently expired and who remains a member of the District shall fill the unexpired term.
ARTICLE V – NOMINATION AND ELECTION OF OFFICERS
Section 5.1 — Within 60 days after the District Annual Meeting, the President shall appoint a Nominating Committee. The Nominating Committee consists of the District’s immediate Past President (who chairs the committee) plus at least five members, each from different Sections. If the immediate Past President has a conflict of interest, or otherwise is unable to serve as Chair, the Board will select another District Past President to serve as Chair.
Section 5.2 — The Nominating Committee shall prepare its slate of one or more qualified candidates for each elective office for consideration of the Board of Direction. A written consent to hold office must be received from each nominee. The Board of Direction shall approve a slate of candidates not later than 120 days prior to the election.
Section 5.3 — Not later than 90 days prior to the election each year, the list of nominees shall be published in WesternITE and displayed on the District website or otherwise directly conveyed or transmitted to the membership by the Secretary-Treasurer. Additional nominations for any elected office may be made by petition, signed by at least 2% of the eligible voting membership. To be valid, the signatures on the petition shall include voting membership representation from at least one-third (1/3) of the Sections in the District (a minimum of five (5) signatures from each of these Sections shall define adequate representation). The remaining signatures can come from the voting membership at large. Each petition shall be accompanied by written consent of the nominee running for the office for which nominated, and must be received by the Secretary-Treasurer not later than 60 days prior to the election. A member may be a candidate for only one office.
Section 5.4 — The election shall be at the District’s Annual Business Meeting. Not later than 30 days prior to the election, the Secretary-Treasurer will transmit a final ballot, listing the candidates nominated for offices and containing a statement from the candidates (if provided by the candidate). Final ballots returned by eligible voters to the Secretary-Treasurer shall be canvassed. Canvassing of the ballots shall be completed at the District’s Annual Meeting by a Teller’s Committee appointed by the President. The candidate receiving the highest number of votes for each office shall be declared elected. In case of a tie vote, the new District Board of Direction at its first meeting shall choose between the candidates.
Section 5.5 — Prior to the District Annual Meeting, each Section and Chapter will elect a President, who will serve as the Section/Chapter representative to the District Board of Direction.
ARTICLE VI – GOVERNMENT
Section 6.1 — The government of the District shall be vested in the Board of Direction.
Section 6.2 — The District Board of Direction shall establish policies for the operation of the District in conformity with the provisions of the Institute Constitution, these Bylaws, and the District Charter.
Section 6.3 — The Board of Direction meets at the District Annual Meeting and at such other times and places as it may determine. At the District Annual Meeting, the Board of Direction shall meet and consult with the Section/Chapter Presidents.
Section 6.4 — The President presides at meetings of the District and of the Board of Direction. In the absence of the President, the Vice-President shall preside at meetings and discharge the duties of the President. A majority of the voting membership of the District’s Board of Direction constitutes a quorum.
Section 6.5 — The District Board of Direction shall act on all proposals received from its committees, Sections, or the membership assembled at the District Annual Meetings on matters intended as policies, standards, or recommendations of the District. Approval by the Board is required before District policies, standards, or recommendations become official statements.
Section 6.6 — The President shall be an ex-officio member of all committees, except the Nominating Committee.
Section 6.7 — The President shall appoint the Chair of the Standing Committees and those special committees as may be desirable. Standing committees include Membership, Technical and Legislative Committees, along with others established by the Board or Board Policies.
Section 6.8 — The President, with Board concurrence, shall appoint the Editor of WesternITE and charge the Editor with responsibility for its publication and distribution.
Section 6.9 – The President, with Board concurrence, shall appoint the District Administrator and charge the Administrator with the responsibility of keeping the historical records of the District and other duties deemed necessary by the Board.
Section 6.10 — The membership may, by petition to the District Board of Direction, initiate a vote to determine if an officer shall be deposed from office. The petitioners must include at least 20 percent of the eligible voters, with at least 20 percent of the eligible voters in each of at least three Sections. Within 30 days after receipt of the petition by the District Board of Direction, the following question shall be submitted to each member eligible to vote for the office in question by secret ballot: “Shall (Name) be deposed from the office of (Office) ?” Should the affirmative carry a majority and if at least 50 percent of the eligible voters cast ballots, the office shall be declared vacant and the vacancy filled in the manner prescribed in Section 4.4.
Section 6.11 — The membership may, by petition to the District Board of Direction, initiate a vote to determine if any action of the Board shall be rescinded. The petitioners must include at least 20 percent of the eligible voters with at least 20 percent of the eligible voters in each of at least three Sections. Upon receipt of such petition by the District Board of Direction, the petitioned action shall be suspended and within 30 days the following question shall be submitted to each eligible voter by secret ballot: “Should the following action of the District Board of Direction be upheld: ?” Should the negative carry a majority and if at least 50 percent of the eligible voters cast ballots, the petitioned action shall be rescinded; otherwise the suspension shall be lifted.
Section 6.12 — The membership may, by petition to the District Board of Direction signed by at least five percent of the eligible voters, cause any subject to be placed on the agenda at the District Annual Meeting. At this Annual Meeting, the membership assembled may advise the Board in any manner germane to the petition. The Board, within six months, shall report to the membership its action on the subject.
ARTICLE VII – DISTRICT MEETINGS
Section 7.1 — Regular meetings of the District shall be held as determined by the Board of Direction, but not less than one meeting a year shall be held. The District Board of Direction may call a special District meeting when conditions justify. No action affecting the District shall be taken at a special district meeting, however, unless at least 14 days’ written notice concerning the matter has been sent to all members.
Section 7.2 — The Annual Meeting of the District shall be held at a time and place as determined by the District Board of Direction. The Secretary-Treasurer will report the District’s financial condition at the Annual Meeting. Committee reports and reports by the President may be made at any meeting.
Section 7.3 — Installation ceremonies of District Officers shall be held during the Annual Meeting.
Section 7.4 — Section or Chapter meetings may be held at any time not in conflict with District Meetings.
Section 7.5 — Meetings of the District Board of Direction shall be called by the District President as the President deems necessary, or when the Board receives a petition signed by the majority of the other voting members of the Board. At least 20 days notice shall be given of any called meeting.
Section 7.6– Provided that all voting District Board of Direction members are given the opportunity to participate, the Board may conduct business using technologies such as email and/or telephone or video conference calls. Actions conducted in this method shall be affirmed at the next regularly scheduled board meeting.
Section 7.7 — The Rules contained in the current edition of Robert’s Rules of Order shall guide the Board in conducting its business in all cases where they are applicable and consistent with the Institute’s Constitution, the District Charter, these Bylaws, or other procedural rules established by the District Board of Direction.
ARTICLE VIII – VOTING AND VOTING ELIGIBILITY
Section 8.1 — Voting for officers, for amendments to these Bylaws, for petitions to amend the Charter, and for other matters which affect the relationship of the District to the Institute shall be by secret ballot.
Section 8.2 — When such a secret ballot is required, ballots shall be sent or transmitted to voting members in accordance with established Board policy to ensure both the secrecy and the validity of the ballots. Voters shall indicate their selection on the ballot, and return or transmit the ballot to the Secretary-Treasurer or other designated canvassing agent.
ARTICLE IX – SECTIONS AND STUDENT CHAPTERS
Section 9.1 — The District shall administer Sections and Student Chapters as specified in Article V of the District Charter.
ARTICLE X – AMENDMENTS
Section 10.1 — Proposals to amend these Bylaws or to petition amendments to the Charter may be made by resolution of the District Board of Direction or by written petition to the District Board of Direction signed by at least five percent of the District’s voting members.
Section 10.2 — Proposed amendments to these Bylaws shall be published in WesternITE and displayed on the District website. Written comments will be accepted for sixty days after publication. All comments, summarized as necessary to meet space requirements, shall be published in a subsequent issue of WesternITE and displayed on the District website. Proposed amendments will be discussed, and modified if appropriate, at an Annual Business Meeting, unless the District Board of Direction determines that a more expeditious amendment process is necessary. The amendments, as modified by the District Board of Direction in response to comments, shall be submitted as prescribed in Section 8.2 of these Bylaws, normally in conjunction with the annual election of officers and canvassed within 60 days following such submission by the Secretary-Treasurer.
Section 10.3 — Adoption of any amendment shall be by an affirmative vote of a majority of those voting.
Section 10.4 – Adopted amendments to these Bylaws take effect when approved by the International Board of Direction, as provided in the District’s Charter.
Article I – PREAMBLE
Section 1.1 – As authorized by the Constitution of the INSTITUTE OF TRANSPORTATION ENGINEERS, INC., hereinafter referred to as the Institute, the Board of Direction of the Institute, as recorded in the minutes of its meeting on January 20-21, 1972, and amended on August 4, 2006, grants this Charter for District 6 of the INSTITUTE OF TRANSPORTATION ENGINEERS, hereinafter referred to as the District.
Section 1.2 – This Charter shall be effective beginning January 1, 1973, and shall remain in effect including any amendments, including those approved by the Board of Direction of the Institute on August 4, 2006, until rescinded by the Board of Direction of the Institute.
Section 1.3 – This Charter shall, on the date it becomes effective, supersede any previous charter or constitution of a District enrolling members from the designated area and shall annul any bylaws of such a District which may be in conflict with it.
Article II – AREA AND PURPOSE
Section 2.1 – The area designated as that of this District shall be Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming, and all U.S. territories outside the Atlantic Ocean and Caribbean Sea, or as the area shall have been established from time to time by the Board of Direction of the Institute in accord with Article VIII, Section 1 of the Constitution as described in the attachment(s) hereto.
Section 2.2 – To assist in advancing the purposes shown below, this District shall be exclusively administered and operated to receive, administer and expend funds for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986. The purpose of this District shall be to improve the administration of the Institute affairs, provide member representation on the International Board of Direction, conduct an annual meeting for the interchange of technical and professional information, provide a regional conduit for the flow of information, and provide an opportunity for membership participation in Institute affairs.
Section 2.3 — Notwithstanding any other provisions of this Charter, the District is organized exclusively for one or more of the purposes specified in Section 501 (c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Internal Revenue Code 501 (c)(3) or corresponding provisions of any subsequent Federal tax laws.
Section 2.4 — No part of the net earnings of this District shall inure to the benefit of any member, trustee, director, officer of the organization or any private individual (except reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, director, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization.
Section 2.5 — No substantial part of the activities of the District shall be carrying on propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Internal Revenue Code 501 (h)] and it does not participate in, or intervene in (including publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Section 2.6 — In the event of dissolution, all of the remaining assets and property of the District shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under Section 501 (c)(3) of the Internal Revenue Code of 1986.
Section 2.7 — In any taxable year in which the organization is a private foundation as described in Internal Revenue Code 501 the organization shall distribute its income for said period at such time and manner as not to subject it to tax under Internal Revenue Code 4942, and the organization shall not:
- engage in any act of self-dealing as defined in Internal Revenue Code 4941 (d)
- retain any excess business holdings as defined in Internal Revenue Code 4943 (c)
- make any investments in such manner as to subject the organization to tax under Internal Revenue Code 4944; or (d) make any taxable expenditures as defined in Internal Revenue Code 4944
- or corresponding provisions of any subsequent Federal tax law.
ARTICLE III – MEMBERSHIP
Section 3.1 – Institute members of any grade who, according to Institute records, reside within the area designated for the District shall be a member of the District.
Section 3.2 – Institute members who are members of the District shall be entitled to all privileges of the District, except that Student members and Institute Affiliate members may not vote or hold elective office in the District unless the District Bylaws specifically grant such privileges and specify that such privileges extend only to those actions, elections, and offices which fall within the exclusive jurisdiction of the District.
ARTICLE IV – GOVERNMENT
Section 4.1 – The government of the District shall be vested in its elected officers and representatives who shall constitute a District Board. The International Director(s) shall be an ex-officio voting member(s) of the District Board.
Section 4.2 – The District Board shall manage the affairs of the District in conformity with the provisions of this Charter, the Constitution and the policies of the Institute and the policies of the Board of Direction.
Section 4.3 – The District shall adopt bylaws setting forth the structure of the District Board in accordance with this Charter and providing the manner of nominating and electing District officers and Section representatives and shall specify their terms of office.
Section 4.4 – The District should elect and announce the names of their successful candidate for International Director at least fifteen (15) days prior to the date of the Annual Business Meeting of the Institute in the year prior to that Director’s three (3) year term of office. Should the office of Director become vacant, the District Board may appoint a Director to complete the unexpired term. If the District Board fails to act within sixty days of notification of the vacancy, or at the request of the District Board, the Institute Board of Direction may appoint a Director to complete the unexpired term.
Section 4.5 – The District bylaws shall establish and govern appointment of committees as otherwise provide heretofore, number and times of meetings, methods of amending bylaws, and such other matters as the District may desire, provided such bylaws do not conflict with this Charter, the Constitution, and policies of the Institute or policies of the Institute Board of Direction.
Section 4.6 – Bylaws of the District may be adopted and amended after adoption only if the proposition is submitted as a ballot to all voting members of the District at least thirty days in advance of the date on which action is proposed. Adoption and amendment shall be by an affirmative vote of a majority of those voting.
Section 4.7 – Bylaws of the District shall take effect thirty days after being filed with the Institute. At any time the Institute Board of Direction may annul any part of the District’s bylaws which it considers contrary to the Constitution or best interest of the Institute by giving notice in writing to the District.
ARTICLE V – ADMINISTRATION
Section 5.1 – The District may issue a Charter establishing a Section within its area upon written request of at least eight voting members residing in the proposed Section area. The Charter shall be in a form approved by the Institute Board of Direction. The District may rescind a Section Charter in the manner provided in the Section Charter.
Section 5.2 – The District may issue a charter establishing a Student Chapter at a graduate or undergraduate school of recognized standing within its area upon written request from the Faculty Advisor in charge of transportation and traffic engineering courses. The charter shall be in a form approved by the Institute Board of Direction. A Student Chapter charter may be withdrawn by a District.
ARTICLE VI – RELATION OF DISTRICT TO INSTITUTE
Section 6.1 – The District shall not speak for the Institute unless authorized in the particular matter in question by the Board of Direction of the Institute. The District may speak for itself on matters pertinent to its geographical area of the District.
Section 6.2 – The District may not identify itself with groups or organizations which are identified with a geographical area not wholly within the District boundary. It may identify itself with groups of organizations serving wholly within the geographical area of the District.
Section 6.3 – Names and addresses of all elected officers of the District and the dates on which the terms of each begins and expires shall be reported in writing to Institute Headquarters within 30 days after election.
Section 6.4 – The Institute will not be responsible for debts contracted by the District. No dues or fees will be required to be paid by the District to the Institute.
Section 6.5 – The District may charge annual dues, fees and special assessments as provided in the District bylaws. All dues and fees shall be billed by the Institute at the time of billing Institute dues, and upon collection remitted to the District. Annual dues for Districts shall be levied so as to cover time periods identical with those covered by annual dues of the Institute.
ARTICLE VII – AMENDMENT OF CHARTER
Section 7.1 – The District’s elected officers will be notified in writing by the Board of Direction of the Institute of any proposed amendment to or withdrawal of this Charter at least 30 days prior to the next Board of Direction meeting so that the District may have an opportunity for a hearing before the Board of Direction concerning the proposed amendment or withdrawal. The amendment with or without change or the withdrawal shall become effective 30 days after the next scheduled Board of Direction meeting following notification.
Section 7.2 – The District may petition the Board of Direction to amend this Charter or rescind withdrawal action. The Board of Direction will act on the petition at its next regular meeting scheduled at least 45 days after receipt of the petition or at its discretion at the next regular meeting and thus initiate the procedure described in Section 7.1 of this Charter, giving the District an opportunity for a hearing if the question is denied.