AMERICAN PUBLIC WORKS ASSOCIATION
BIG BEND BRANCH
ARTICLE I – NAME AND JURISDICTION
SECTION 1. The name of the organization shall be the Big Bend Branch, hereinafter called the Branch, of the Florida Chapter, American Public Works Association, hereinafter called APWA. The territory included within the jurisdiction of this Branch shall be the Florida counties of Leon, Hamilton, Madison, Taylor, Jefferson, Wakulla, Gadsden, Liberty, Franklin and Lafayette.
ARTICLE II – MISSION AND PURPOSE
SECTION 1. The purposes of this Branch are to cause and share with our community, the advancement of the theory and practice of the design, construction, maintenance, administration and operation of public works facilities and services; the dissemination of information and experiences; the promotion of improved practices in public works administration; the expectation that all member public works officials will adhere to high professional and ethical standards; and the professional and social improvement of its members, as set forth in the “Rules Governing Chapters of the American Public Works Association.”
SECTION 2. The Branch shall engage in a program of activities designed to further the purposes of APWA within its jurisdiction including, but not limited to, the scheduling of regular meetings of its membership. Such programs and activities shall be consistent with the mission, and adopted goals of APWA, the affiliate chapter and shall not include the endorsement of items of a partisan, political, or business nature inconsistent with the mission, vision, and adopted goals of APWA.
SECTION 3. The Branch is not organized for profit, and earnings shall not directly benefit any Branch member or Officer except as compensation for services rendered or for reimbursement of necessary expenses actually incurred.
ARTICLE III – MEMBERSHIP
SECTION 1. Members of APWA residing in the Big Bend Branch territory specified in Article I, Section 1, shall be members of the Branch and shall hold the same type of membership in the Branch that they hold in APWA. Members of APWA residing outside the Big Bend Branch territory specified in Article I, Section 1, may elect to be members of the Big Bend Branch and shall hold the same type of membership in this Branch that they hold in APWA but shall be a member of only one Branch.
SECTION 2. Criteria for and grades of membership shall be as prescribed by the Bylaws of the American Public Works Association.
ARTICLE IV – FISCAL AND ADMINISTRATIVE YEARS
SECTION 1. The fiscal year of the Branch shall be from January 1 through December 31 or consistent with the fiscal year of the Chapter.
SECTION 2. The administrative year of the Branch shall be from June 1 to May 31.
ARTICLE V – EXECUTIVE COMMITTEE
SECTION 1. The governing body of the Branch shall be the Executive Committee, consisting of:
a. The Officers of the Branch.
b. The Branch Directors.
SECTION 2. No person shall be nominated, elected, or allowed to be a member of the Big Bend or serve on the Executive Committee unless he or she holds current membership in APWA.
SECTION 3. In the event of a vacancy on the Executive Committee the remaining members of the Executive Committee shall have the power to select a Branch member to fill the unexpired term of office.
SECTION 4. The Branch Executive Committee shall manage all the affairs of the Branch in accordance with the rules and regulations of the Board of Directors of APWA, the “Rules Governing Chapters of the American Public Works Association”, and any branch or chapter rules that may exist.
SECTION 5. The Executive Committee shall have the power to contract with an Executive Director/Branch Administrator whose duties and compensation shall be as specified by the Executive Committee in an approved and executed contract that shall have been previously approved by APWA National.
ARTICLE VI – OFFICERS AND DIRECTORS
SECTION 1. The governing body of the Branch shall be the Executive Committee, consisting of:
a) The Chairman, Vice-chairman, Secretary and Treasurer
b) The District Representative
c) The most recent past Chairman able to serve
d) Three members of the Branch, who shall be elected to serve as members of the Executive Committee for terms of one year
SECTION 2. The Chairman shall be the Chief Elected Officer of the Branch and shall serve a term of one year. He/she shall preside at all Branch and Executive Committee meetings and shall chair the Branch Executive Committee. He/she shall issue the call for regular or special Executive Committee meetings. He/she shall sign all contract documents for the Branch at the direction of the Executive Committee, appoint the Chairs of all Committees, standing and special, and be an ex-officio member of each Committee. He/she shall see that these Committees function and shall cooperate with the Committee Chairs to that end. He/she shall perform such other duties as may from time to time be assigned to him/her by the Executive Committee.
SECTION 3. The Vice Chairman, who shall have previously served as an Officer or Director, shall be elected annually to serve a term of one year and shall perform such duties as assigned by the Chairman or the Executive Committee. The Vice Chairman shall act for the Chairman in the absence or, in case of the inability of the Chairman to perform the duties of the Chairman, as determined by the Executive Committee.
SECTION 4. The Secretary shall be elected annually to serve a term of one year and shall keep all records and correspondence of the Branch. The Secretary shall prepare a written record of the proceedings of the Executive Committee and any formal proceedings of the Branch. The Secretary shall prepare and submit to the Chapter and APWA such reports as may be required. At the expiration of the term of office, the Secretary shall turn over to his/her successor, all books, records, papers, executed contracts, documents, or other property of the Branch in his/her custody.
SECTION 5. The Treasurer shall be elected annually to serve a term of one year and shall have custody of the funds, securities, and other valuable effects in the name of and to the credit of the Branch. The Treasurer shall receive all monies due the Branch, depositing them in a bank or in other safe and secure investments approved by the Executive Committee, all of which shall be in the name of the Branch. All checks and vouchers must be signed by the Treasurer. The Treasurer shall prepare and submit financial reports monthly to the Executive Committee and shall prepare necessary documents to be reviewed by the Branch Audit Committee. The Treasurer shall prepare and submit to the Florida Chapter such reports as may be required. At the expiration of the Treasurer’s term of office, the Treasurer shall turn over to his/her successor all books, papers, money, securities, and other valuable effects belonging to the Branch, taking a receipt therefore from the successor.
SECTION 6. The Branch’s representative to the Florida Chapter hereinafter called the District Representative, shall be appointed annually by the Branch Executive Committee to serve for the current administrative year and shall represent the Branch to that body, attending regional and annual meetings of the Chapter, bringing Branch concerns to their attention, and informing the Branch of Chapter activities. An Alternate District Representative may be appointed annually by the Executive Committee to serve for the current administrative year and shall act for and on behalf of the District Representative in the event of the District Representative’s absence or inability to perform the duties of this position as determined by the Executive Committee.
SECTION 7. Three members of the Branch shall be elected to serve as Branch Directors and shall be members of the Executive Committee to provide direction to the Branch. Each Director shall serve a three year term and one shall be elected each year so as to provide for continuity of direction. Each Director shall attend all Branch and Executive Committee meetings and shall be prepared to present progress reports of any assignments.
SECTION 8. The most recent Past Chairman holding current membership in APWA shall be an ex officio member of the Executive Committee and shall serve in an advisory capacity to the Chairman and the Executive Committee. It shall be the duty of the Past Chairman to preside at meetings of the Branch and the Executive Committee in the absence of the Chairman, and Vice Chairman.
SECTION 9. All Branch Officers, except as otherwise provided, shall serve for one year or until their successors are elected and installed. The terms of office shall begin as specified in Article XII, Section 3, of these Bylaws.
SECTION 10. The Chairman, the Vice Chairman, and the Directors shall not be eligible for reelection to the same office until at least one full year has elapsed after the ends of their respective terms except as provided in Article XII, Section 4.
ARTICLE VII – COMMITTEES
SECTION 1. Standing Committees and/or Special Committees will be designated by each Chairman to encompass the subject areas including but not limited to those listed below.
c. Continuing Education and Training Scholarships
SECTION 2. The chair of each standing committee shall be appointed annually by the Chairman. Each appointed chair shall select committee members for his or her committee.
SECTION 3. Each standing committee shall report to the Executive Committee, its activities at least once annually or more frequently if directed by the Chairman or the Executive Committee.
SECTION 4. The Chairman may appoint, within the administrative year, other special committees as may be desirable for the conduct of the business of the Branch.
SECTION 5. No committee shall obligate the Branch or issue a public proclamation or policy news release without specific authorization from the Executive Committee.
SECTION 6. Committees exist for the purpose of implementing the mission, vision, and goals of the Branch and APWA. While it is expected that the leadership and membership of such committees will be members of the Branch, the inclusion of non members in some circumstances may be appropriate. However, the effective control of the committee shall be retained by the Committee chair.
ARTICLE VIII – AUDIT COMMITTEE
SECTION 1. The Chairman may appoint an Audit Committee at his/her discretion consisting of at least three Branch members who shall examine the financial records and books of the Branch. The Treasurer shall not be a member of the Audit Committee but shall cooperate fully with the Audit Committee.
SECTION 2. The duties of the Audit Committee shall be to examine the Branch’s financial records in order to meet the requirements of the Chapter and APWA. The duties of the Audit Committee shall include but not be limited to the following: examination of cancelled checks, accounting for numerical sequencing, examining endorsements, reviewing bank statements, and the examination and/or reconciliation of documents supporting disbursements. The Branch Audit Committee shall conduct the audit of the Fiscal Year financial documents using a computer package or hard copy format provided by the Chapter or APWA. All branch financial records will be transferred to the Chapter treasurer at the conclusion of the audit for final chapter accountability.
ARTICLE IX – MEETINGS
SECTION 1. The Annual Meeting of the Branch, for the purpose of electing and/or installing the newly elected Officers and Directors, shall be held in April of each year, the date and place of which shall be determined by the Executive Committee. Other General Membership Meetings for the transaction of business of the Branch may be called by the Chairman upon the Chairman’s own volition, upon request by the Executive Committee, or upon the written request of 15 members in good standing of the Branch. The membership shall be notified at least two weeks in advance of the date and place of the Annual Meeting and of any other General Membership Meetings.
SECTION 2. The Executive Committee shall meet at least two times during the administrative year. Special meetings of the Executive Committee shall be held at the call of the Chairman or at the written request of a majority of the members of the Executive Committee.
SECTION 3. Meetings of the Executive Committee may be conducted in person, electronically, by means of a telephone or video conference call, or in any combination thereof provided such meetings are in accordance with all other provisions of these Bylaws and the statues of the State of Illinois.
SECTION 4. The Secretary shall formally notify each member of the Executive Committee at least two (2) weeks prior to the scheduled date of a regular meeting of the Executive Committee. An agenda and copy of each report and/or resolution, or other actions to be considered at such meeting, shall accompany the notice of the meeting and no changes to the agenda shall be considered at such meeting without the consent of the majority of the members of the Executive Committee in attendance.
SECTION 5. The Secretary shall formally notify each member of the Executive Committee at least five (5) days prior to the scheduled date of a special meeting of the Executive Committee. An agenda and copy of each report and/or resolution, or other action to be considered at such meeting, shall accompany the notice of the meeting and no other matters shall be considered at such meeting.
ARTICLE X – QUORUM
SECTION 1. A simple majority of the voting members shall constitute a quorum at all Executive Committee meetings.
SECTION 2. For General Membership meetings of the Branch involving a formal business agenda, 10%of the membership, of whom no more than one-half shall be members of the Executive Committee, shall constitute a quorum for the transaction of business.
ARTICLE XI – DUES
SECTION 1. The Executive Committee may establish Branch dues for its members in accordance with the “Rules Governing Chapters of the American Public Works Association.”
SECTION 2. All dues are payable to APWA annually in advance. Non-payment of dues for a period of ninety (90) days shall be treated as equivalent to resignation. Such members shall not again be eligible for membership until all arrears have been paid in full.
ARTICLE XII – ELECTION OF OFFICERS
SECTION 1. The Executive Committee shall appoint, not less than thirty days prior to the date fixed by the Executive Committee for its report, a nominating committee of not less than three members. The nominating committee shall present a slate of nominees for each position to be voted upon to the voting members of the Big Bend Branch at a date and time fixed by the Executive Committee.
SECTION 2. The Executive Committee shall prescribe the form of ballot, the schedule of dates of the several steps and the other details of the election procedure. The Executive Committee shall determine if the annual election shall be held at the annual meeting or by means of a mail ballot. If the election is held at the annual meeting, a majority of votes cast by qualified voting members present will determine who is elected. All members of the Branch in good standing present shall be eligible to vote. If the election is held by means of mail ballot, printed ballots shall be mailed to members not less than twenty-one days before the date set for the announcements of the results and shall be returned for counting within fourteen days of their mailing. Ballots shall be counted by three tellers appointed by the Chairman, who shall certify their findings to the Executive Committee. Ballots shall contain the names of nominees recommended by the nominating committee and those nominated from the floor.
SECTION 3. Annual elections shall be held as follows: at the March meeting, nominations shall be submitted to members; at the April meeting, elections will be held; at the APWA Florida Chapter annual conference in May officers will be confirmed.
SECTION 4. Newly elected Officers and Directors shall assume office at the beginning of the administrative year with the Vice-Chairman- elected the previous year becoming Chairman.
SECTION 5. In the event of extraordinary and extenuating circumstances, the Executive Committee shall have the power to declare the term of office of any or all Branch Officers and Directors extended for one full term.
ARTICLE XIII DISSOLUTION OF THE BRANCH
When necessary and when directed by the Chapter or National Board of Directors the branch may be dissolved. In the event of the dissolution or final liquidation of the branch, after all liabilities and obligations have been paid, satisfied and discharged, or adequate provision made therefore, all remaining property and assets of the branch shall be conveyed, assigned and transferred to the Florida Chapter or APWA National to administer according to the bylaws of APWA.
ARTICLE XIV – PARLIAMENTARY AUTHORITY
SECTION 1. The rules of procedure contained in Robert’s Rules of Order, Revised, shall govern meetings of the members of the Branch so far as they are applicable and when not inconsistent with these Bylaws.
ARTICLE XV – AMENDMENTS
SECTION 1. Amendments to these Bylaws may be proposed by petition submitted to the Executive Committee in writing and signed by not less than 15 members or by resolution of the Executive Committee. Proposed amendments shall be presented to the membership at a meeting of the Branch within one year after the date of their submission or by letter ballot as may be determined by the Executive Committee. Provided, however, that the Executive Committee may, within sixty days after receipt of any amendment proposed by petition, return same to the petitioners with a letter of explanation requesting that the proposed amendment be modified before it is presented to the membership. If the proposed amendment is resubmitted in writing and signed by not less than eight members of the original petitioners it shall be presented to the membership with or without the approval of the Executive Committee. An affirmative vote of two-thirds of the qualified votes cast shall be necessary for the adoption of a proposed amendment.
SECTION 2. These Bylaws and such amendments as may be made from time to time shall become effective upon adoption by the Branch and approval by the Board of Directors of the Big Bend Branch and APWA.
CERTIFICATION OF BYLAWS
These bylaws were [ ] adopted [ ] amended [ X ] revised by members of the Big Bend Branch at a duly called meeting on 04-29-2015 with a quorum present as prescribed by branch bylaws.
The minutes of this meeting are on file with the branch secretary and the secretary of the Florida Chapter and APWA National.