By-Laws New York Upstate Section

Adopted October 9, 2009

Effective February 5, 2010

Article I - Membership

Section 1.1 - Any Institute member of any grade in good standing who resides within the geographic area of this Section shall be a member of this Section. Throughout these By-Laws, the term "resides" refers to the individual′s preferred Institute mailing address, either home or place of business.

Section 1.2 - Any Institute member of any grade may join the Section even though they do not reside in the Section area by obtaining approval of this Section and a waiver of objection from the Section designated for the area in which they reside and upon payment of the Section fees and dues.

Section 1.3 - Persons residing in or commercially employed in the area who fall into one of the following classifications may be affiliated with the Section as Section Affiliates.

(a) - Persons in the transportation and traffic engineering or planning profession who lack sufficient experience for Institute membership or who are in the process of applying for or contemplating such membership; no person shall be eligible for Section Affiliate who has been an Institute member within the past five years;

(b) - Persons engaged in sub-professional transportation and traffic engineering or planning work;

(c) - Students registered in a recognized program of study in transportation engineering or planning;

(d) - Professionals in related fields who by virtue of capacity or official position are in a position to contribute to the work of transportation and traffic engineers and planners;

(e) - Persons engaged in commerce or industry who come into frequent contact with transportation and traffic engineers and who thus have an interest in the profession and are in a position to work with and assist transportation and traffic engineers and planners;

Section 1.4 - All applications for Section Affiliate except by students shall include as references the names of not less than two persons to whom the candidate is personally known, at least one of whom shall be an Institute member. All applications for Section Affiliate by a student shall be certified by a faculty member at the school attended by the applicant.

Section 1.5 - The Section Membership Committee shall process the applications for any type of Section Affiliate, including securing confidential reports from the applicant′s references as required. Election of Section Affiliates shall be by vote of the Section membership Committee. An affirmative vote by a majority shall be required for election.

Section 1.6 - Institute members who are members of the Section shall be entitled to all the privileges of the Section except that student and Section Affiliate members may not vote or hold elective office in the Section.

Section 1.7 - No Section Member of Affiliate shall advertise, use, or attempt to use their identification with the Section in any manner whatsoever with intent to derive personal gain there from. This does not preclude the identification of membership or affiliation on resumes, letterheads, signature blocks, and/or professional business cards and the like.

Article II - Resignation And Expulsion

Section 2.1 - Any Institute member who resides outside the Section area or any Section Affiliate may resign from the Section by written communication to the Executive Board of the Section. If Section dues have not been paid, the Board shall accept the resignation in good standing.

Section 2.2 - Any Institute member who resides outside the Section area or any Section Affiliate whose Section dues are more than one year in arrears shall be dropped from Section membership. Unpaid dues shall become an obligation to be paid before the delinquent can be restored to good standing in the Section.

Section 2.3 - Any Institute member whose Institute membership has been forfeited shall also forfeit membership in the Section, and will be eligible to reapply for membership in the Section only if reinstated to membership in the Institute. Any member of the Institute who is place on inactive status by the Institute Board of Direction shall also be placed on inactive status by the Section.

Section 2.4 - Any Section Affiliate who, by reason of any change in occupation or profession, except by retirement, shall cease to be in contact regularly and frequently with transportation and traffic engineers or planners or the profession shall be asked to resign from the Section without prejudice.

Section 2.5 - The Section Membership Committee shall annually review the qualifications of Section Affiliates. As soon as any Section Affiliate meets minimum qualifications for Institute membership, the Affiliate shall be encouraged to apply for such membership. Section Affiliates who are eligible for Institute membership but fail to apply for such membership within two years of becoming eligible shall be dropped from Affiliate membership in the Section.

Section 2.6 - The Executive Board of the Section shall consider the expulsion of any Section Affiliate (a) upon information coming to its notice, or (b) upon the written request of five or more members, or (c) upon recommendation of the Section Membership Committee that, for the cause set forth, a person identified as a Section Affiliate be expelled. The Executive Board of the Sections shall thereupon follow the procedure set forth in Article II, Section 17, of the Institute Constitution. In the event such a charge is brought against a member of an Affiliate of the Institute, the Executive Board of the Section shall immediately refer the matter to the Institute Board of Direction for handling as provided in Article II, Section 17, of the Institute Constitution.

Article III - (Fees,) Dues And Assessments

Section 3.1 - Annual dues and assessments shall be as follows:

(a) - Annual dues for Institute members who reside within the Section area, as specified in the Section charter, shall be included in the District dues and paid through the Institute and District as set forth in the District By Laws.

(b) - For Institute members who reside outside the Section area, as specified in the Section Charter, annual Section dues shall equal those of members residing within the Section.

(c) - Honorary, Life, and Student members of the Institute shall not be liable for Section dues.

(d) - Annual dues for Section Affiliates shall be set by the Section Board at a rate at least equal to those of other Institute members residing within the Section. Section Affiliates will be encouraged to subscribe to the ITE Journal.

Section 3.2 - Annual dues of non-resident members and Section Affiliates shall be payable on election, with dues prorated to the number of full quarters remaining in the fiscal year. Subsequent dues shall be payable on January 1 each year.

Section 3.3 - Any member whose Section dues are more than twelve months in arrears shall lose the right to vote. If dues become one year in arrears, action as provided in Article II shall be taken by the Section. The executive Board may, for a cause deemed sufficient, extend the time for payment and for the application of these penalties.

Section 3.4 - Special assessments may be made by the affirmative vote of two-thirds of the members voting at the Annual Meeting, or on a mail ballot, provided that the total number of ballots is not less than a majority of the voting membership of the Section.

Article IV - Nomination And Election Of Officers And Directors

Section 4.1 - Officers of the Section shall include: A President, a Vice-President, a Secretary, a Treasurer, and a Director who together with the living past President whose term has most recently expired, shall constitute the Executive Board of the Section. The terms of the officers shall be one year. Officers shall be elected annually, to assume office on January 1.

Section 4.2 - No member shall occupy the same elective office for more than two consecutive elected terms.

Section 4.3 - In the event of a vacancy occurring in the Office of President, the unexpired term shall be filled by the Vice-President. In the event of a vacancy occurring in any other elective office, the Executive Board of the Section shall elect a member to fill the unexpired term. Should the member so elected be an elected officer of the Section, that office shall then become vacant and filled in the same manner.

Section 4.4 - The Nominating Committee shall nominate one or more qualified candidates for each office. The consent to hold office must be received from each person nominated.

Section 4.5 - The Secretary shall send to the members of the Section a list of the candidates nominated by the Nominating Committee. The list of candidates may be transmitted to the members by separate correspondence or be published in the Newsletter. At least 30 days shall be allowed for additional candidates to be identified. Additional nominations for any office may be made by petition, signed by not less than five Section members. Each such petition shall be accompanied by the written consent of the nominee to run for the office. If a member is nominated for more than one office, the member shall select only one office for which to be a candidate.

Section 4.6 - Not later than one month prior to the scheduled Annual Meeting, the Secretary shall send to each eligible voter a final ballot, listing the candidates nominated for officers. Final ballots shall be returned by eligible voters to the Secretary no later than the time of the canvas at the Annual Meeting which shall be conducted by three tellers appointed by the President. At the Annual Meeting, the President shall formally close the balloting prior to the canvas. It is the voter′s responsibility to see that the ballot is either mailed to the Secretary in time for receipt or hand-delivered prior to the closing at the Annual Meeting. The candidate receiving the highest number of votes for each office shall be declared elected. In case of a tie vote the winner shall be decided by the drawing of lots.

Article V - Meetings

Section 5.1 - Regular meetings of the Section Board shall be held as determined by the President, but not less than four meetings a year, including one at the Annual Meeting. The President may call a special meeting of the Section Board when conditions justify, and shall call one when petitioned to do so by three or more members of the Section Board. No action affecting the Section or the Section Board shall be taken at any special meeting, however, unless at least fourteen days′ written notice concerning the matter has been sent to all members of the Section Board.

Section 5.2 - The Annual Meeting of the Section shall be held between September 1 and December 15. The Annual Meeting shall rotate sites on a 3 year cycle between the Western, Central, and Capital District areas. A report of the Section Board shall be made by the President and of the financial condition of the Section by the Treasurer at the Annual Meeting. Committee reports and reports by the Section Officers may be made at any meeting.

Section 5.3 - Subsection or area meetings may be held at any time not in conflict with Section or District meetings. Local program planners are encouraged to hold at least two technical-social meetings per year in their respective areas.

Article VI - Government

Section 6.1 - The President shall preside at meetings of the Section, Section Board, and Executive; provided, however, that when the President is unable to do so, The Vice President, Secretary, or Treasurer, in that order, shall preside at meetings and discharge the duties of the President.

Section 6.2 - The Section Board shall be made up of the Executive Board, Section members holding District and/or International office, and the chairs of all standing committees.

Section 6.3 - The President shall be an ex-officio member of all committees, except the Nominating Committee.

Section 6.4 - The President, on or before June 1 of each year, shall appoint a Nominating Committee, composed of three (3) members.

Section 6.5 - The President shall appoint standing Committees and such special committees as may be desirable. Standing Committees shall include but not be limited to: Annual Meeting, Charter and By-Laws, Communication, Local Program (3), Membership, and Technical. The responsibilities of these committees shall include, but not be limited to:

(a) - Annual Meeting Committee: make arrangements for the Annual Meeting including site selection, budget, speakers and topics, awards, and social events.

(b) - Charter and By-Laws Committee: monitor the Sections Adherence to all applicable Carter and By-Law provisions; report regularly to the Section Board on its record and recommend appropriate actions; suggest appropriate changes to Section By-Laws and Charter.

(c) - Communication Committee: establish annual budget and schedule for newsletter publication; maintain schedule of publication and distribution; identify subscribers; maintain mailing lists; identify and act on opportunities to expose matters of ITE concern to the general public and among Section members.

(d) - Local Program Committees: arrange regular meetings in the three areas of the Section; identify appropriate topics and speakers; and arrange for timely announcements of meetings.

(e) - Membership Committee: Promote Institute membership to appropriate candidates; maintain current membership records and encourage timely dues payments.

(f) - Technical Committee: identify appropriate topics and efforts for Section involvement; assist in program arrangements for meetings; promote technical activities within the Section.

Section 6.6 - The duties and responsibilities of Section officers shall include, but not be limited to, the following;

(a) - President: assure the orderly conduct of the business of the Section as specified in these by Laws, the Section Charter, and those of the District and Institute. The President shall serve as the Section′s first authorized District Director.

(b) - Vice President: coordinate the regular publication of a Section newsletter and its financial self-sufficiency through the identification of necessary and appropriate persons and procedures; provide liaison and efforts as necessary for annual District Meeting.

(c) - Secretary: regularly record all meetings and activities of the Section and its Board: conduct annual elections as specified in Section IV of these By-Laws; handle both routine and special correspondence for the Section.

(d) - Treasurer: handle on a timely basis all financial transactions of the Section, assuring the appropriate use of funds and accuracy of Section records regarding them; annually assess Section Affiliate and student member dues; annually assess other subscribers of Section efforts

(e) - Director: Represent general membership interests at Section Board meetings and District meetings; subject to the number of District voting members allocated to the Section, the Director shall serve as the Sections second authorized District voting member.

(f) - Immediate Past-President: Recruit a chair of the Annual Section Meeting as Specified in Section 5.2 of these By-Laws.

Article VII - Voting And Voting Eligibility

Section 7.1 - Voting for officers, for amendments to these By-Laws, for positions to amend the Charter, for special assessments, and for other matters which affect the relationship of the Section to the District or the Institute shall be by secret ballot.

Section 7.2 - When such a secret ballot is required, ballots shall be sent to voters, either electronically through a secure on-line election service or via mail, with instructions on how to complete anonymously. Those qualified to vote shall indicate their selections on the ballot and submit as instructed. Before the ballots are canvassed, voter eligibility will be verified and ballots submitted by ineligible voters will be discarded.

Section 7.3 - A quorum consisting of 15% of the eligible voters, unless otherwise specified herein, shall be required before business affecting the membership can be voted upon at a meeting of the membership. A majority vote of those present shall be required to carry any motion.

Section 7.4 - A quorum consisting of 51% of the eligible voters, unless otherwise specified herein, shall be required before business affecting the membership can be voted upon at a meeting of the Section Board. A majority vote of the Board shall be required to carry any motion.

Article VIII - Amendments

Section 8.1 - Proposals to amend these By-Laws or to petition amendments to the Charter may be made by resolution of the Section Board or by written petition signed by at least five (5) voting members.

Section 8.2 - Proposed amendments to these By-Laws shall be submitted to the membership qualified to vote and shall be on the order of business of the Annual Meeting. Such amendments may be amended in any manner pertinent to the original amendment by majority vote of those voting members attending the meeting, provided that at least 15% of the voting members are present. Should the date of the next Annual Meeting be more than 90 days away, the proposers of the amendment and/or members of the Section Board may request a special meeting as provided for in Section 5.1 of these By-Laws. The amendments, as originally proposed or as amended at this meeting, along with explanatory material, shall be submitted to all voting members, as prescribed in Section 7.2 of these By-Laws, within fifteen (15) days of the meeting and the voting members shall be allowed at least thirty (30) days to return the ballots at which time they will be canvassed by three tellers appointed by the President.

Section 8.3 - An affirmative vote of two-thirds of those voting shall be necessary for the adoption of any amendments to the By-Laws, provided all voting members have at least thirty (30) days notice of the proposed action and those voting in the affirmative represent at least 10% of the voting members of the Section.

Section 8.4 - Amendments to the By-Laws so adopted shall take effect when filed with and approved by the District Board and the approved By-Laws with the Institute, as provided in the Charter.