ARTICLE I. NAME
The name of this Institute shall be the Transportation and Development Institute (hereinafter referred to as the Institute) of the American Society of Civil Engineers (hereinafter referred to as the Society).
Article 2. Vision
The Institute will be recognized as the leader for integrated transportation and development.
Article 3. Core values
The core values of the Institute are:
- Service to members
- Life long professional development
- Integrated transportation and development
Article 4. Organization
The Institute is organized within the Society. All policies and activities of the Institute shall be consistent with and subject to:
- the Society’s Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure and Code of Ethics;
- applicable federal, state, and local antitrust, trade regulation, and other laws, regulations and legal requirements;
- all requirements to maintain the status of the Society as a not-for-profit organization exempt from Federal income tax under Sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1954, as amended, (hereinafter referred to as the Code) qualifying at all times as an organization to which tax deductible contributions may be made pursuant to applicable sections of the Code;
- all requirements imposed by relevant jurisdiction for maintenance by the Society of any license, permit, or authority it may hold to conduct activities and do business as a foreign not-for-profit corporation within that jurisdiction; and
- such other policies and procedures as are authorized under these documents.
The Board of Governors may define, establish and discharge organizational elements such as standing councils and committees, student chapters, local chapters, and task committees as necessary or desirable to conduct the affairs of the Institute.
Article 5. Membership
Membership Categories. Membership in the Institute shall be open to any Society member in good standing as well as to all other persons and organizations interested in advancing the vision and core values of the Institute. The membership categories shall be differentiated as individual members and group members.
- Member. Individuals who are engaged in the development of policies and programs related to transportation, land development and the environment, including the planning, design, construction, operation, management and regulation of associated planning and engineering works.
- Student Member. Full-time students interested in transportation, land development and environmental issues.
- Honorary Member. The Institute may award honorary membership to an individual with exemplary service to the Institute and the profession, as recognized by the Board of Governors.
- Organizational Member. Associations, government agencies, or corporations engaged in the planning, design, construction, operation, management, or educational aspects of transportation, land development and environment. Each organization can designate a number of Individual Members based on the dues paid.
- Sustaining Corporate Member. An organization can also be a sustaining corporate member of the Institute for varying benefits and appropriate dues.
Member Participation. Individual Members in good standing may be appointed to and participate in Institute committees and may vote on all Institute procedural issues and elections put forth for the general membership. A member whose dues and other charges are not in arrears shall be considered in good standing.
Non-Member Participation. At the discretion of the Board of Governors, non-members of the Institute may serve on Institute Standards Committees as voting members.
Expulsion. Any member may be expelled from the Institute for conduct in violation of the Institute Bylaws, Institute rules and regulations or the Society’s Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure or Code of Ethics, as applicable, or for conduct which in the sole opinion of the Board of Governors is improper and prejudicial to the best interest of the Society or the Institute. A decision-to-expel shall be preceded by a fair hearing at a meeting of the Board of Governors; such meeting to be held in Executive Session if so requested by the member under consideration for expulsion or the member’s representative.
Disciplinary proceedings and separation from membership in the Institute shall follow the procedures outlined in the Society’s Bylaws. Decisions of the Board of Governors shall not be open to appeal except in cases involving recommendation by the Board of Governors to expel a Society member from the Institute, in which case an appeal may be made to the Society’s Board of Direction, whose decision is final.
Cases involving Society members accused of violating the Society’s Code of Ethics shall be referred to the Society’s Committee on Professional Conduct.
Article 6. Dues
The Board of Governors shall establish membership dues. Dues shall be payable annually in advance of January 1. An individual or group accepted for membership in the Institute after June 30 in any calendar year shall pay one-half (1/2) of the annual dues for that calendar year. The annual dues payable by the Institute membership shall be as follows:
||If Society member, dues are included in the Society dues if the Transportation and Development Institute is the member’s first designated Institute. If the Transportation and Development Institute is not the member’s first designated Institute, an additional fee may be required as set by the Society. If an Institute Member is not a Society Member, dues are seventy percent (70%) of the Society’s member grade dues rounded to the nearest five (5) dollars.
||Dues established by the Board of Governors.
||The minimum dues for an organization shall be equivalent to three (3) times the non-Society Individual Member dues less ten percent (10%). This allows the organization to designate up to three (3) individual members. The organization may designate additional members at the dues rate of seventy percent (70%) of the non-Society Individual Member dues.
|Sustaining Corporate Member
||Dues established by the Board of Governors.
Article 7. Board of Governors
Composition. The affairs, activities, and concerns of the Institute shall be under the direction of the Board of Governors.
The Board of Governors shall have eight (8) voting members as follows: four (4) Governors elected by the Institute membership; two (2) Governors appointed by the Board of Governors; one (1) Younger Member Governor appointed by the Board of Governors and one (1) Governor appointed by the Society’s Board of Direction. In addition, the Institute Director shall serve as Secretary and a non-voting participant of the Board of Governors.
Duties. The Board of Governors shall manage the affairs of the Institute in accordance with the laws under which the Institute is organized. The Board of Governors has fiduciary, legal and strategic planning responsibilities. The Board of Governors shall focus on strategic planning and policy guidance to ensure the Institute works toward fulfilling its vision and its core values. Members of the Board of Governors may be appointed as a liaison to one (1) of the Institute Councils by the Institute President.
Qualifications. Nominees for the Board of Governors shall be a Member or Honorary Member in good standing of the Institute and shall be a member in good standing of the Society. The Younger Member Governor shall not be more than 35 years old at the time of appointment. Student Members of the Institute shall not have the right to serve on the Board of Governors. A Board of Governors’ member who ceases to be in good standing in the Institute or the Society while in office shall be removed.
Term of Office. The term of any member of the Board of Governors shall commence at the beginning of the fiscal year, except in cases where a Board member is appointed to fill a vacancy.
- Elected Governors. The term of office of the elected Governors shall be four (4) years. The elected Governors’ terms shall be staggered so that one (1) new Governor is elected each year. After completing their term elected Governors shall not serve as appointed Governors.
- Board of Governors Appointed Governors. The term of office of the Governors appointed by the Board of Governors shall be two (2) years. The Appointed Governors’ terms shall be staggered. Governors appointed by the Board of Governors may be reappointed to one (1) additional two (2)-year term. The term of office of the Younger Member Governor shall be one (1) year. The Younger Member may be reappointed to one (1) additional term of one (1)-year. Governors appointed by the Board of Governors are eligible to be elected Governors upon completion of their term of appointment.
- Society Appointed Governor. The term of office of the Governor appointed by the Society Board of Direction shall be one (1) year. The Governor appointed by the Society Board of Direction may be reappointed to successive one (1)-year terms, not to exceed four (4) years.
- Governors appointed by the Society Board of Direction are eligible to be elected Governors upon completion of their term.
Succession of Elected Governors. The Elected Governors shall serve on the Board of Governors in accordance with the following order of succession: first year serving as Treasurer; second year serving as Vice-President; third year serving as President; and fourth year serving as Past-President.
If a vacancy occurs for the position of President or Vice-President, then the replacement Governor will assume the position of Treasurer, and the Vice-President and Treasurer will assume the next higher position(s) as appropriate. If a vacancy occurs for the position of Past-President or Treasurer, the replacement Governor will assume the respective position.
Filling a Vacancy on the Board of Governors.
Elected and Board of Governors Appointed Governors. When a vacancy occurs in an Elected or Board of Governors Appointed Governor position of the Board by death, resignation or otherwise than by expiration of a Governor’s term, the vacancy shall be filled without undue delay for the remainder of the term as a direct appointment by the remaining Board of Governors.
Society Appointed Governor. When a vacancy occurs in the Society Appointed Governor position of the Board by death, resignation or otherwise than by expiration of a Governor’s term, the vacancy shall be filled without undue delay for the remainder of the term through appointment by the Society’s President. \
Compensation. Members of the Board of Governors shall not receive any salary or other compensation for their services as Board of Governors’ members, but shall be entitled to reimbursement of reasonable expenses, if any, incurred as Board of Governors’ members, under procedures established by the Board of Governors and the Society.
Rules, Policies, and Procedures. The Board of Governors may establish such rules, policies, and procedures as are consistent with these Bylaws for the purpose of fulfilling the core values and programs of the Institute.
Removal. A voting member of the Board of Governors may be removed from the Board of Governors for cause by unanimous vote of the other voting members of the Board of Governors with the concurrence of the Society’s Board of Direction.
A member of the Board of Governors who does not attend two (2) consecutive meetings of the Board of Governors will be automatically removed from the Board of Governors at the conclusion of such second meeting, unless retained by the majority vote of the Board of Governors before the conclusion of such second meeting.
Article 8. Nominations and Elections
Nominating Committee. The Nominating Committee shall consist of the current President and the three (3) most recent Past-Presidents able to serve. The individual who has been the Past-President for the longest period of time shall serve as chair. If a Nominating Committee consisting of three (3) Past-Presidents and the current President cannot be formed, the President shall appoint as many additional members as necessary. Nominating Committee members shall be Institute Individual Members in good standing. No member of the Nominating Committee may be a current nominee for office.
Election Process. The Nominating Committee shall submit to the Board of Governors a list of one (1) or more recommended candidates for the open Elected Governor position. Candidates shall be fully informed by the Nominating Committee of the duties and requirements of the office being considered. Geographic distribution and representation of the full technical scope and professional function of the Institute shall be considered by the Nominating Committee. The Board of Governors shall select one (1) nominee for the open Elected Governor position from the Nominating Committee's recommended list to appear on the ballot as an Official Nominee.
If the Nominating Committee receives only one (1) candidate for the open Elected Governor position and that individual receives at least seventy-five percent (75%) support from the Nominating Committee, then that individual shall be considered an Official Nominee.
The Board of Governors may nominate, by two-thirds (2/3) majority vote, an additional nominee to appear on the ballot as an Official Nominee, provided the nominee meets the qualifications.
Once the Official Nominee(s) is/are announced to the membership in an official Institute publication or other appropriate means including the Internet, a petition process shall be permitted to allow members to add nominees to the ballot. The announcement of the Official Nominee(s) shall be made no later than March 15.
Not later than May 1 petition nominations for the Board of Governors shall be filed with the Institute Director. Petitions shall contain the signatures of at least one hundred fifty (150) Individual Members in good standing of the Institute. Petition Nominee(s) shall be so designated on the ballot.
In the event there is only one (1) Official Nominee after the deadline for petitions has passed, the Board of Governors shall declare that individual elected.
In the event an election will be held, a ballot bearing the names of all Nominees shall be submitted to the membership for their vote not later than June 15. Members shall have thirty (30) days from the date the ballot is distributed to return their ballot. Write-in Nominees shall not be accepted. The Nominee receiving the most votes shall become the Governor-Elect. In the event of a tie, selection shall be made by the Board of Governors from the Nominees so tied.
The Institute Director shall announce the election results to the Institute membership not later than September 30.
ASCE Technical Region Director. The Nominating Committee may select by majority vote of those present and voting at least one (1) Nominee for the ASCE Technical Region Director position from the eligible Institute Nominees in accordance with the Society Rules of Policy and Procedure. The Nominee(s) shall be approved by the Board of Governors.
Article 9. Officers
Officers. The Officers of the Institute shall be the President, Vice-President, Past-President, Treasurer and Secretary. The Appointed Governors shall not serve as Officers.
Duties. The Officers of the Institute shall perform all duties required by law and the Institute’s governing documents, and those duties incident to the office or as may be assigned. Such duties may include, but are not limited to preparation for, attendance at and participation in meetings of the Board of Governors, and other official assignments.
President. The President, on behalf of the Board of Governors, shall prepare and distribute to the membership an Annual Report for the preceding fiscal year within one hundred twenty (120) days of the conclusion of the previous fiscal year.
The President shall preside at all meetings of the Board of Governors and of the members of the Institute. The President shall call Special Meetings of the Board of Governors or of the members as may be deemed proper.
The President shall be empowered to nominate chairpersons and members to councils and committees as deemed necessary for the effective functioning of the Institute, subject to approval of the Board of Governors.
The President or the appointed designee shall attend meetings of the Society’s Board of Direction, and report at such meetings on Institute affairs, if requested by the Society’s Board of Direction.
Vice-President. In the temporary absence or disability of the President, the Vice-President shall discharge the duties of the President.
Past-President. The Past-President shall chair the Awards and the Membership Committees of the Institute.
Treasurer. The Treasurer shall monitor the management of the financial affairs of the Institute.
Secretary. The Institute Director shall serve as Secretary and be responsible to the Board of Governors and follow the Institute’s Bylaws and policies. The Secretary shall be responsible for all correspondence of the Board of Governors and shall give notice of, and keep minutes of all meetings of the Board of Governors. The Institute Director or his or her designee shall be present at all meetings of the Board of Governors, except for Executive Sessions of the Board of Governors, for which the Institute Director may or may not be present, as the Board of Governors may direct.
Article 10. Meetings
Scheduled Meetings of the Board of Governors. The Board of Governors shall meet at least annually to conduct any business that might properly come before it. The President of the Board of Governors shall establish the place, and date for this annual meeting. Agenda items shall be determined by the Board of Governors. All Board of Governors’ members shall be given at least thirty (30)-days notice of meetings.
Additional scheduled meetings of the Board of Governors may be held at times and locations designated by the President. Notice and agenda items for additional meetings are as defined above.
Special Meetings of the Board of Governors. Special Meetings of the Board of Governors shall be called by the President at any time or by the President or Institute Director upon the request of any three (3) Board of Governors members. At such Special Meetings, there shall be considered only such business as is specified in the meeting notice. At least fifteen (15) days advance notice of any Special Meeting shall be given by the Institute Director to members of the Board of Governors.
Special Conditions. Any action required to be taken at a meeting of the Board of Governors, or any action that may be taken at a meeting of the Board of Governors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be agreed to by all Board of Governors members and be filed with the minutes of the meeting.
Members of the Board of Governors may participate in any meeting of the Board of Governors by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute attendance at the meeting.
Special Institute Meetings. The Board of Governors may call Special Institute Meetings of the Institute membership at any time upon written request of not less than ten percent (10%) of the members, which request shall state the purpose of the meeting.
Notice of a Special Meeting shall be published not less than thirty (30) days prior to the meeting in an Institute, Society or third party publication that normally reaches the entire membership of the Institute or shall have been sent to the membership by other means.
Article 11. Finance
Fiscal Year. The fiscal year of the Institute shall be from October 1 through September 30.
Assets. All assets held by or for the Institute are vested in the Society and shall be handled according to the Society’s fiscal policies.
Fiscal Responsibility. The Board of Governors, with due responsibility to the Society’s Board of Direction, shall oversee the funds and assets of the Institute and shall direct the Institute Director in their management. No member of the Board of Governors, Institute officer, Institute member, or representative thereof shall have any authority, as such, to contract debts for, pledge the credit of, or in any way financially bind the Society.
Institute Budget. The Institute budget must be approved by the Board of Governors.
Records. The Institute Director shall keep the books and accounts of the Institute.
Reporting. At the close of each fiscal year, the Institute Director shall provide a preliminary statement of the affairs of the Institute, including, but not limited to, a balance sheet and fiscal statement of operations for the preceding year, which shall be submitted to the Board of Governors and to the Society Board of Direction within one hundred twenty (120) days from the close of the fiscal year.
Revenues. The Institute may raise revenue by means other than dues from members and fees from publications, provided such means are consistent with Society policies and the maintenance of the Society’s tax-exempt status. Any proposed acceptance of solicitations, grants, or donations, which contain any restriction, shall first be submitted to and approved by the Society’s Executive Director. In the event the Institute’s revenues exceed the Institute’s expenses, the Institute shall create a general reserve fund for deposit of excess revenues. The Institute shall control this general reserve fund and may use general reserve funds for programs and activities of the Institute.
Audit. The Institute Director shall procure annually an external financial review of the books and records of the Institute. Such audit may be performed in conjunction with the Society’s annual audit. The books and records shall be made available to the Society Treasurer or designee on reasonable notice.
Article 12. Councils, committees and other organizational elements
Councils, Committees and Organizational Elements. The Board of Governors may, at its discretion, establish and discharge councils, standing and ad hoc task committees and other organizational elements as necessary or desirable to conduct the affairs of the Institute. A charge defining the mission of each council, committee or organizational element shall be developed. Council, committees and organizational elements shall report to the Board of Governors through a hierarchy established by the Board of Governors. Appointments to councils and committee chairs shall be approved by the Board of Governors. All other appointments shall be delegated by the Board of Governors to the individual committee chairs.
The Board of Governors may delegate to its councils, committees or other organizational elements the authority to establish and appoint subcommittees and ad hoc task committees.
Article 13. Administration and Institute Director
Parliamentary Authority. All membership meetings of the Institute and meetings of its Board of Governors shall be conducted according to the most recent version of Robert’s Rules of Order, Newly Revised, in all cases to which these rules are applicable and in which such rules are not inconsistent with the Society and/or Institute Constitution, Bylaws, and Rules of Policy and Procedure.
Relationship to the Society. Fees for services provided to the Institute by the Society shall be set by written agreement between the Institute and the Society.
The Society shall have the right of first refusal on the provision of services for the delivery of Institute products and services, unless otherwise agreed by the Executive Director of the Society. In the event that the Institute develops a product or service on its own, it must meet Society standards for quality.
All property and records of the Institute shall belong to the Society. Council and committee chairs and members shall return tangible property and records, and all records relating to any intangible property and work product of the council or committee to the Institute when discharged, or when requested by the Board of Governors. Such materials and any intangible property, including work products of the council or committee, belong to the Institute. All local chapters, student chapters, committees (including task groups and subcommittees), and all special delegates and representatives unless otherwise directed by the Board of Governors, shall be governed by this provision.
The Institute may issue its own statements of policy but must identify them as such. Any amplification, interpretation, or application of Society policies other than by the Society Board of Direction must be clearly identified as the views of the component so engaged and not of the Society. The Institute shall not take any action that may be deemed to express an attitude or action of the Society. Resolutions or recommendations may be addressed to the Society Board of Direction for consideration or approval and promulgation.
Relationships with Other Organizations. The Institute may form relationships with other groups and may serve as the United States of America member Society to various international organizations, as approved by the Institute. These relationships shall not be in conflict with Society policies.
Conferences and Conventions. The Institute may conduct conferences and conventions by itself or acting in conjunction with other units of the Society or other affiliated organizations subject to the terms and conditions described in agreements then in place between the Society and the Institute.
Publications. Publications of the Institute shall be consistent with written agreements that exist between the Society and the Institute. The Institute may develop journals, magazines, manuals of practice, miscellaneous publications and standards by itself or in conjunction with the Society or other organizations. The Society shall have the right of first refusal to act as the publisher of such publications.
All members of the Institute shall be entitled to receive Institute publications at member rates and other Society distributed publications at the rates determined by the Society.
Indemnification. The Society shall indemnify the Institute’s officers, Institute Director, members, employees, and agents, in their respective capacities as such, by providing each the same rights of indemnification as are given by the Society to Society officers, members, employees, and agents.
Institute Director. The Institute Director, the Chief Executive Officer of the Institute, receives policy, program and budget direction from the Board of Governors and is responsible for the day-to-day management of the Institute. The Institute Director will be employed by the Society, and is subject to Society employment rules. The Institute Director will be reviewed annually by the Society’s Executive Director, or his or her designee, after input from the Past President of the Board of Governors. The Institute Director is appointed, and can be removed, with or without cause, by the Executive Director of the Society after consultation with the Board of Governors of the Institute.
The Institute Director shall retain independent contractors and other suppliers and agents, subject to direction by the Board of Governors. The Institute Director shall comply with policies and procedures of the Society, which shall be applicable to and binding on the Institute.
Article 14. Dissolution
Dissolution. At any duly constituted meeting of the Board of Governors, by a two-thirds (2/3) vote, the Institute Board of Governors may vote to recommend dissolution of the Institute by the Society Board of Direction, provided that a written notice of this proposed action shall have been given at a previous meeting of the Board of Governors, and provided further that the proposed dissolution shall have been published, together with an announcement soliciting member comments, in an Institute, Society, or third party publication that normally reaches the entire membership of the Institute, or shall have been sent to the membership by other means.
Article 15. Amendment
Amendment. The Institute Bylaws may be amended at a duly constituted meeting of the Institute Board of Governors by a two-thirds (2/3) majority of those present and voting, provided that a written notice of such proposed amendment shall have been given at a previous meeting of the Institute Board of Governors.
These Bylaws may also be amended upon receipt of the written consent of the majority of the members of the Institute in good standing.
No amendment to these Bylaws shall be effective until approved by the Society Board of Direction.