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Association Bylaws

ARTICLE I – Name

This organization shall be known as the New York State Association of Town Superintendents of Highways, Inc. (hereinafter “Association”). This organization is duly incorporated as a non-for-profit corporation under the laws of the State of New York.

ARTICLE II – Objectives

The objectives of this Association shall:

  1. Generally: be to act as a medium of instruction in the conduct of highway construction and maintenance in the various towns throughout New York State, to interchange ideas so each member may gain from the experience(s) of their colleagues, to coordinate the efforts of Town Superintendents in the interest of better highways, to investigate, study and discuss improvements to better improve the efficiency of government in New York State, and to promote the principle of Home Rule, and advance the common interests of Superintendents of Highways.
  2. Non-Partisan: be pursued on a strictly non-partisan basis.
  3. Purpose or Activity: Promote proper funding for Highways, by State and Federal sources, and take positions on issues which affect quality and control of highways in the State of New York.

ARTICLE III – Members

  1. Classes of Members: The members of the corporation shall be divided into five classes as Superintendent, Regular, Associate, and Honorary and the qualifications for membership in each class shall be:
    1. Superintendent: The Town Superintendent of Highways of any Town in the State of New York shall be eligible for one membership in this Association as a Superintendent Member. Any duly elected, appointed or acting Superintendent may serve as the Town’s sole representative for this Superintendent Membership and shall serve as a Member to the Annual Meeting having all voting privileges entitled to the Superintendent Member.
    2. Regular: Any Town, Village, County or State shall be eligible for multiple memberships in this Association as a Regular Member. Any elected or appointed official of this governmental entity may serve as its representative for this Regular Membership.
    3. Associate: Any firm, corporation, partnership or other business entity, or their representative, shall be eligible for membership.
    4. Honorary: Upon a duly enacted resolution, the Association may, upon recommendation from the Executive Committee, designate any person(s) as an Honorary Member.
    5. Honorary Life: Upon a duly enacted resolution, the Association may, upon recommendation from the Executive Committee, designate any person(s) as an Honorary Life Member.
  2. Good Standing: A member in good standing shall be one whose dues are paid to date, except Honorary and Honorary Life Members.
  3. Voting Rights: Each Superintendent Member in good standing shall be entitled to one vote by its Member on each matter submitted to a vote of the members. No other class of members shall be entitled to any voting privileges.
  4. Eligibility: Only those Members, except Honorary and Honorary Life, whose dues are paid for the current year, are eligible to any privileges and benefits of the Association.

ARTICLE IV – Meetings Of The Members

  1. Annual meeting: An annual meeting of the members shall be held in September each year at such place, date and time as may be determined by the Executive Committee for the purpose of electing officers and for the transaction of such other business as may come before the meeting. At the annual meeting, the Association will present education instruction and/or training for the purpose of improving and developing the capabilities of the Town Superintendents of Highways, including forums, panel discussion, lectures and other programs.
  2. Special Meetings. Special meetings of the Members may be called by the President. Special meetings may also be petitioned for by the Executive Committee, any two Vice Presidents or not less than fifteen (15) members having voting rights. Upon being personally served with said petition, the President shall set a place, date and time for the Special Meeting within thirty (30) days.
  3. Notice of Meetings.
    1. Annual Meetings. Written or printed notice stating the place, day and time shall be mailed, faxed or e-mailed to each member not less than thirty (30) days nor more than ninety (90) days before the date of such meeting by the Secretary or by the President.
    2. Special Meetings. Written or printed notice stating the place, day and time shall be mailed, faxed or e-mailed to each member not less than ten (10) days nor more than thirty (30) days before the date of such meeting by the Secretary or by the President.
    3. Special Requirements for Notice. In case of a special meeting or when required by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. Other business may, however, be transacted at said meeting.
    4. Notice Effective. The notice of a meeting shall be deemed effective when deposited in the United States mail addressed to the Member at his or her mailing address, when faxed to the Member at a fax number, or when emailed to the Member at an e-mail address, all of which shall be maintained annually by the Secretary.
  4. Quorum.
    1. Annual Meeting. Fifty (50) Members from Superintendent Membership shall constitute a quorum at such meetings, provided that not less than five (5) Counties are represented.
    2. Special Meetings. Ten (10) Members from Superintendent Membership, one of whom shall be the President or a Vice-President, shall constitute a quorum at such meetings, provided that not less than two (2) Counties are represented.
  5. Proxies. There shall no proxy voting allowed at annual or special meetings.
  6. Eligibility for Voting. Only Members from Superintendent Membership in good standing shall be entitled to vote on matters submitted for a vote at an annual or special meeting of the Membership. Each qualified Superintendent Member shall be entitled to one vote.

ARTICLE V – Officers

  1. Officers. The officers of the Association shall be a President, First Vice-President, Second Vice-President, Third Vice-President and Fourth Vice-President, Secretary or Treasurer.
  2. Qualifications. All officers shall be a duly elected, appointed or acting Highway Superintendent.
  3. Election and Tenure. The President and all Vice-Presidents of the Association shall be elected by the Members of Superintendent Membership at the annual meeting of members. They shall take office October 1st and serve for one year or until his or her successor has been duly elected and qualifies.
  4. The Secretary and the Treasurer shall be appointed by the Executive Committee.
  5. Removal. Any officer may be removed by a two-third vote of the Executive Committee.
  6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Committee for the unexpired portion of the term.
  7. Powers and Duties.
    1. President. The President shall preside at all meetings of the Association and its Executive Committee. The President shall appoint all Standing Committees except the Executive Committee and all Chairpersons of the Standing Committees unless otherwise specified in the by-laws. The President shall have responsibility over the daily and business activities of the Association.
    2. First Vice-President. In the absence or incapacity of the President, the First Vice-President shall perform the duties of the President. The First Vice-President shall be the Chairperson of the Auditing Committee.
    3. Other Vice-Presidents. In the absence or incapacity of the President and First Vice-President, the other Vice-Presidents shall, in order of its position from second to fourth, perform the duties of the President.
    4. The Secretary shall record all proceedings of the Membership and Executive Committee Meetings. The Minutes shall be published by e-mailing to all Superintendent Members, or by posting on the Association website.
    5. The Treasurer shall have custody of the financial records of the Association and shall pay all expenses and bills of the Association. The Treasurer, upon approval of the Executive Committee, shall provide any company chosen by the Executive Committee with access to funds of the Association for purpose of bill and payroll paying, but the Treasurer shall monitor such activities and assure that all funds are properly accounted for, including income and disbursements. The Treasurer shall further provide or cause to be provided to the Executive Committee and the Auditing Committee Members a quarterly report of income and disbursements, and shall prepare or cause to be prepared an Annual Report for the fiscal year (January 1st through December 31st) which shall be provided to the Executive Committee Members and made available to Members not less than 30 days prior to the Annual Meeting.
    6. Additional Powers and Duties. Each officer shall have any additional powers and perform any additional duties as may from time to time be specified by the Executive Committee by resolution and in the absence of such specifications, each officer shall have the powers and perform such duties of officers of the same title serving in non-for-profit corporations having the same or similar general purposes and objectives and this Association.
  8. H. Other Offices. The Executive Committee shall appoint the Secretary and the Treasurer and may appoint such other offices as it deems desirable and such officers shall have the authority and perform the duties prescribed by the Executive Committee. The Secretary and the Treasurer may, but need not, be Members of the Executive Committee. If they are not Members of the Executive Committee, they shall not have a vote at Executive Committee Meetings.

ARTICLE VI – Executive Committee

  1. General Powers. The affairs and operation of the Association shall be managed by the Executive Committee. The Executive Committee shall act as the Association’s Board of Directors and shall have all powers of a Board of Directors under New York State law or the articles of incorporation.
  2. Number. The Members of the Executive Committee shall be not less than twelve (12) and not more than eighteen (18). The Executive Committee shall consist of the President, First, Second, Third and Fourth Vice Presidents, the immediate two (2) past presidents, and not more than eleven (11) or less than five (5) At-Large Members. The Secretary or Treasurer and any other additional officers appointed by the Executive Committee shall serve as ex-officio Members of the Executive Committee and shall not be voting members of the Executive Committee, unless the are a past President or an At-Large Member of the Executive Committee.
  3. At-Large Members.
    1. Election and Tenure. The At-Large Members shall be elected at the annual meeting of Members of Superintendent Membership and the At-Large Members shall be shall take office October 1st and serve for one year or until his or her successor has been duly elected and qualifies.
    2. Qualifications. An At-Large Member shall be a duly elected, appointed or acting Highway Superintendent.
    3. Removal. An At-Large Member may be removed by a two-third vote of the Executive Committee.
    4. Vacancies. A vacancy of an At-Large Member because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Committee for the unexpired portion of the term.
  4. Meetings of Executive Committee.
    1. Regular Meetings. The Executive Committee shall meet on a quarterly basis. The President shall set the place, date and time for these Regular Meetings.
    2. Special Meetings. Special meetings may be called by the President. Special meetings may also be petitioned for by any three (3) Executive Committee members. Upon being personally served with said petition, the President shall set a place, date and time for the Special Meeting within ten (10) days.
  5. Notice of Executive Committee Meetings.
    1. Regular Meetings. Written or printed notice stating the place, day and time shall be mailed, faxed or e-mailed to each member not less than ten (10) days before the date of such meeting by the President or the Secretary.
    2. Special Meetings. Written or printed notice stating the place, day and time shall be mailed, faxed or e-mailed to each member not less than three (3) days before the date of a Special Meeting by the President or the Secretary.
    3. Special Requirements for Notice. In case of a Special Meeting, the purpose or purposes for which the meeting is called shall be stated in the notice, provided that additional business may be conducted at such meeting.
    4. Notice Effective. The notice of a meeting shall be deemed effective when deposited in the United States mail addressed to the Member at his or her mailing address, when faxed to the Member at a fax number, or when e-mailed to the Member at an e-mail address, all of which shall be maintained annually by the Secretary.
  6. Quorum of Executive Committee Meetings.
    1. Regular Meeting. One-Third (1/3) of the Executive Committee shall constitute a quorum at such meetings.
    2. Special Meetings. One-Fourth (1/4) of the Executive Committee, one of whom shall be the President or a Vice-President, shall constitute a quorum for special meetings of the Executive Committee.
  7. Proxies. At any meeting of the Executive Committee, a member entitled to vote may vote by proxy executed in writing by the member on a specific issue or vote set forth in the proxy and identified in the notice of the Meeting. General Proxies shall not be allowed. The Proxy shall be filed with the Secretary or Presiding Officer of the meeting. Proxies shall only be valid for a specified meeting and shall not be valid after one (1) month from the date of execution.
  8. Decisions. The act of a majority of the voting Members of the Executive Committee present or voting by Proxy allowed by “G” above at a meeting at which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by law or by these by-laws
  9. State Government Affairs Coordinator. The Executive Committee may employ or contract with a State Government Affairs Coordinator, which may be an individual or other entity. The State Government Affairs Coordinator shall work with the Executive Committee to develop and execute the state legislative agenda for the Association. The State Government Affairs Coordinator shall serve at the pleasure of the Executive Committee and shall be compensated at a rate established by the Executive Committee.
  10. Management and Communication Services. The Executive Committee may employ or contract with a company or individual to provide management and communication services to the Association, to work under the direction of the President, subject to oversight by the Executive Committee as it shall determine.

ARTICLE VII – Standing Committees

  1. Nominating. The Nominating Committee shall: .
    1. Consist of not less than (five) or more than eleven (11) Members.
    2. Be appointed by the President no later than the commencement of the Annual Meeting.
    3. Make nominations for all officers and at-large Members for the Executive Committee and report these nominations to the Members for approval at the Annual Meeting. Other nominations from the floor shall be considered and voted on by the Members.
  2. Auditing. The Auditing Committee shall:
    1. Be chaired by the First Vice-President.
    2. Consist of not less than (five) or more than eleven (11) Members.
    3. Audit the books of the Association kept by the Secretary at least 30 days before the Annual Meeting at a meeting called by the First Vice-President.
    4. Submit an annual audit report to the Executive Committee and Secretary.
  3. Vendor Relations Committee. The Vendor Relations Committee shall
    1. Consist of not less than (five) or more than eleven (11) Members. The Executive Committee may also appoint no less than five (5) Associate Members to serve as Vendor Liaisons. These liaisons will serve as representatives from the Vendors Relations Committee to solicit feedback from vendors broadly. They will have five (5) year stagger ed terms as appointed by the Vendor Relations Committee.
    2. Develop relationships with Associate Members and other vendor prospects.
    3. Make recommendations concerning all events and services for the same.
  4. Legislative Committee. The Legislative Committee shall:
    1. Consist of not less than (five) or more than eleven (11) Members.
    2. Study legislation that pertains to highway infrastructure and make recommendations from time to time.
  5. Educational Committee. The Educational Committee shall:
    1. Consist of not less than (five) or more than eleven (11) Members.
    2. Educate members how to be better qualified, promote ways to better understand new techniques, methods of construction, and the use of materials, promote a mutual exchange of ideas among membership and to promote the correct interpretation of the law.
  6. By-Laws. The By-laws Committee shall:
    1. Consist of not less than (five) or more than eleven (11) Members.
    2. Study and recommend amendments to the By-laws of the Association from time to time.
    3. Receive approval of any proposed amendments from the Executive Committee. Once approved by the Executive Committee and before submitting the amendment for full approval by the Members, the Committee may seek counsel from an attorney before submitting the amendment for full approval by the Members, subject to approval by the Executive Committee.
    4. Present any amendments at a meeting of the Members for final approval.

ARTICLE IX – Books And Records

The Secretary and/or Treasurer shall keep correct and complete books, record of accounts and minutes of the proceedings at the Annual Meeting, Executive Committee Meetings and any other meetings and shall maintain a record by the Secretary listing all the names and addresses of the Members entitled to vote. All books and records of the Association of the Corporation may be inspected by any member, his agent or attorney for any proper purpose at any reasonable time.

ARTICLE X – Fiscal Year

The fiscal year of the Association shall be the first of January in each year and end on December 31st of the same year.

ARTICLE XI – Dues

  1. Annual Dues. Dues shall be one hundred and fifty ($150) dollars annually for Superintendent and Regular Memberships. Dues shall be two hundred ($200) dollars annually for Associate Memberships. Dues shall be waived for Honorary and Honorary Life Memberships.
  2. The Executive Committee shall have the authority to determine the amount of annual dues payable to the Association by members of each class and shall give appropriate notice to the members.
  3. Payment of Dues. Dues shall be paid to the Treasurer no later than the start of the fiscal year.
  4. Default and Termination of Membership. When any member of any class, required to pay dues, is in default in the payment of dues for a period of twelve (12) months from the beginning of the period for which such dues became payable, his membership shall be terminated by the Executive Committee.

ARTICLE XII – Additional Provisions

  1. Compensation Provision. No part of the net earning of this Association shall inure to benefit any member, officer or any private individual. A reasonable compensation may be paid to the Secretary or Treasurer. Reasonable expenses to officers may be reimbursed after approval by the Executive Committee.
  2. Fringe Benefits. All employees of the Association may be enrolled in the New York State Retirement system.
  3. Dissolution. In the event of dissolution, after all of the necessary expenses are paid, all of the remaining assets and property of the Association shall be distributed equally to the Towns of the State of New York and be used for a public purpose.

ARTICLE XIII – Amendments

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the Members present at any regular or special meeting.