Charter and Bylaws
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including any amendments, including those approved by the Board of Direction of the Institute on August 4, 2006, until rescinded by the Board of Direction of the Institute.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.