BYLAWS OF THE
EASTERN SIERRA CHAPTER OF THE
AIR AND WASTE MANAGEMENT ASSOCIATION
Revised: August 2016
Approved: September 20th, 2016
NAME, AREA, AND ADDRESS
Section 1 Name
This organization shall be known as the Eastern Sierra Chapter (hereinafter referred to as the “Chapter”) and is one of the geographic chapters of the Air and Waste Management Association, (hereinafter referred to as the “Association”).
Section 2 Area
The geographic area of the Chapter shall consist of the Zip Code range between 89400 and 89799.
Section 3 Address
The address of the Chapter shall be the office of the incumbent Chair, or a Post Office Box as determined by the Board.
Section 4 Articles of Incorporation
The Chapter may qualify for incorporation, or otherwise be categorized under Nevada Revised Statutes (NRS) Chapter 81 as an unincorporated nonprofit association. The Chapter’s assigned Employer Identification Number (EIN) is 27-2109184.
Section 1 The purpose of the Chapter shall be to promote closer professional relations among members of the Chapter and to further the mission and objectives of the Association.
Section 2 Mission and Objectives
The mission of the Chapter is to promote a clean environment, provide leadership in the fields of air pollution control and waste management, promote a sense of environmental responsibility, and serve its membership and the public consistent with the mission and objectives as stated in the
Section 3 The Chapter shall have all the powers granted to it by the Association and shall have the ability to do all things necessary and incident to its purposes provided, however, that the Chapter shall not engage in any activities or exercise any powers not permitted under Chapter 501(c)(3) of the Internal Revenue Code of 1954.
Section 1 Membership is available to persons residing in or conducting business within the geographic area of the Chapter. Any Association member who supports the purpose of the Chapter is eligible to become an active member of the Chapter and is entitled to engage in all Chapter activities upon payment of dues to the Association in the amount and manner specified by the Association’s Board of Directors. Any Association member may become a member of more than one Chapter; provided that the member pays Chapter dues to each Chapter.
OFFICERS, DIRECTORS, EXECUTIVE BOARD
Section 1 Officers
(a) There shall be four (4) Chapter Officers designated as Chair, Vice Chair, Secretary, and Treasurer.
(b) Officers shall be elected to serve a two (2) year term by a majority vote of the members voting. They shall hold office for the ensuing two-year period or until their successors have been elected and have taken office.
(c) At the end of the term of the Chair, the Vice Chair shall succeed and assume the office of Chair.
(d) The Chair and Vice Chair shall not hold the same office for more than one consecutive term.
(e) The most recently retired Chair shall be a member of the Executive
Section 2 Directors
There shall be at least two (2), and no more than six (6) Directors of the Chapter. The number of Directors may be determined by the Board.
Directors shall be elected biennially to serve a two (2) year term by a majority vote of the members voting in the biennial election.
Section 3 Special Directors
Directors of the Association living within the area of the Chapter shall be Special Directors of the Chapter.
Section 4 Executive Board
(a) The executive, financial, and general administrative functions of the Chapter shall be vested in the Executive Board (hereinafter referred to as the “Board”) whose members shall be the Officers, Directors, Special Directors, and the retiring Chair.
(b) Interim vacancies of elected Officers or Directors shall be filled by appointment by the Board until successors have been elected at the next biennial election.
Section 5 All members of the Board shall be members of the Association.
Section 6 The Officers and other members of the Board shall serve without
Section 7 Voting for Officers and Directors
Ballot transmittal shall be by e-mail, internet voting, fax, or postal mailing to the last point of contact of record thirty (30) days before the ballot is due. Elections must be complete by December 15 of the year of the biennial election.
Section 8 Resignation of Officer or Director
An Officer or Director may resign his/her position by submitting in writing to the Board a statement of resignation. No reason is required for such resignation. If the resignation is by the Chair, then the Vice-Chair shall assume, on an interim basis, the duties of the Chair, per Article V, Section 2. If any other Board member resigns, the remainder of the Board shall appoint a replacement, on an interim basis until the next biennial election, to fill the position vacated.
DUTIES OF OFFICERS
Section 1 Chair
The Chair shall: preside at all meetings of the Chapter; call such special meetings as may be necessary; appoint the membership and the Chair of all Standing and Temporary committees; appoint an Auditor on an annual basis; be the final authority, within the jurisdiction, on the Bylaws of the Chapter; appoint someone, in the absence of the Treasurer, to sign checks or make other financial transactions on behalf of the Chapter as directed by the Board; and conduct both internal and external business on behalf of the Chapter. For purposes of compliance with NRS 81.720, the Chair shall also serve as the Manager of the Chapter.
Section 2 Vice Chair
The Vice Chair shall: preside at all meetings in the absence of the Chair; and assume all powers and duties of the Chair should the Chair be unable to so perform.
Section 3 Secretary
The Secretary shall: give written notice of membership and Board meetings, keep a record of the minutes of all meetings of the Chapter and Board; conduct appropriate correspondence of the Chapter; make an annual report to the Association regarding the affairs of the Chapter, active membership, summary of public meetings, business transactions, and Treasurer’s report; and surrender at the end of his/her term of office to his/her successor, or to such person as may be authorized by the Chair to receive them, all properties and records of the Chapter and/or Association as may be in his/her custody.
Section 4 Treasurer
The Treasurer shall: receive all moneys of the Chapter and deposit or invest them as directed by the Board; disburse moneys as directed by the Chapter or by the Board; keep accurate and complete records of all financial transactions; furnish a financial report at the business meetings of the Chapter or as requested by the Chair and/or Board; submit his/her records and accounts for audit on an annual basis by an auditor appointed by the Chair; provide and submit, with Board approval, any annual filings to the IRS and the Nevada Secretary of State, if required; and surrender at the end of his/her term of office to his/her successor, or to such person as may be authorized by the Chair to receive them, all properties and records of the Chapter and/or the Association as may be in his/her custody.
Section 1 Standing Committees
Standing Committees shall consist of:
(a) Membership Committee shall promote the growth of the Association by soliciting membership in the Chapter and Association.
(b) Nominating Committee consisting of one member as Chair and two other members.
Section 2 Other Standing Committees may be established by the Board to promote
the purposes of the Chapter. Standing Committee Chair shall prepare and submit an annual report to the Chair and Association Headquarters.
Section 3 Other Committees
The Chapter Chair may appoint temporary committees as deemed necessary, provided such appointment does not conflict with other provisions of the Bylaws.
Section 1 Dues
Annual dues for membership in the Chapter in excess of the amount assessed by the Association’s Board of Directors may be established by the Chapter Board.
Section 2 Calendar
The fiscal year, the membership year, and the operating year of the Chapter shall be January 1 to December 31 during which at least one membership meeting shall be held.
Section 3 Membership Meetings
Membership business meetings may be called by the Chapter Chair or by the Board by notifying the membership of the date, location, and purpose of the meeting. Membership meetings may be announced by the Chair, the Secretary or his/her delegate.
Section 4 Board Meetings
All regular Board meetings shall be called by the Chair. Any special meeting may be requested by any Board meeting with the concurrence of at least two other Board members, as confirmed by the Secretary. There shall be a minimum of three Board meetings per calendar year, and to the degree feasible, a schedule of meeting dates shall be determined as part of the agenda for the first meeting in each calendar year. The Secretary shall give written or electronic notification of any regular or special meeting to all Board members at least seven (7) days prior to such meeting.
Section 5 Quorum
Members representing one-quarter (25%) of the entire membership of the Chapter, present in person or represented by proxy, shall constitute a quorum for any membership meeting. Four (4) members of the Board shall constitute a quorum for a meeting of the Board.
Section 6. Board Actions Between Board Meetings
The Board may establish appropriate policies for taking actions between regular or special Board meetings that require action of a more immediate nature. Such policies are to be consistent with the scope and intent of the Bylaws.
Section 7 Voting
Only members of the Chapter are entitled to vote in the biennial election of Board members and on bylaw issues. Unless otherwise provided, a majority vote of the members present and voting shall rule. For issues facing the Board, only Board members may vote.
Section 8 Elections
The Nominating Committee shall prepare a list of nominees for Officers and Directors, obtain their acceptance and present the slate at the business meeting when elections are scheduled. Additional nominations may be made from the floor. The nominees shall reflect employment and geographic representation to ensure a broad and fair administration of the business of the Chapter. The new Officers and Directors will assume their duties at the beginning of the fiscal year.
Section 9 Rules of Order
Unless otherwise provided, “Robert’s Rules of Order” shall govern the
procedure for all meetings.
Section 10 Chapter members shall pay Section dues through their Association membership, and shall be entitled to all privileges of membership in the Nevada Section and in the Chapter.
Section 11 No financial commitment by the Chapter shall be binding upon the
Section 1 Any member may propose an amendment of the Bylaws to the Board.
Before the amendment can be submitted for consideration of the membership, it must be approved by the Board or bear the written endorsement of at least one-quarter (25%) of the entire membership of the Chapter.
Section 2 The Board shall promptly submit to the membership any proposed amendment approved or endorsed as provided in Section 1. Notice of any proposed amendment, a notice of the business meeting at which the amendment is to be considered, and official ballot, and a proxy form shall be mailed or e-mailed to each voting member, at such address as appears in the records of the Association. The Secretary shall mail the documents
not less than forty-five (45) days prior to the business meeting at which the amendment is to be considered.
Section 3 Adoption shall require affirmation by two-thirds of the votes cast at a regular business meeting for which due notice has been given. Unless otherwise noted in the amendment, amendments shall become effective immediately upon adoption by such two-thirds majority vote.
Section 4 Within ninety (90) days after amending the Chapter bylaws, the Secretary shall submit a copy of the amended bylaws to the Headquarters of the Association and to the Section.
Section 5 Any section of the bylaws or amendments adopted hereafter which conflict with the bylaws or policies of the Association are null and void.
Section 1 In the event of dissolution of the Chapter, any remaining assets after discharge of all liabilities and obligations shall be transferred to the Association or a successor organization. No part of the net earnings of the organization shall inure to the benefit of any private shareholder or individual. Upon dissolution, if the Association is unable, unwilling or ineligible to receive assets, they will be distributed to one or more organizations exempt under Section 501(c)(3) of the Internal Revenue Code of 1954.