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).
The Institute will be the recognized leader for the advocacy of livable communities by promoting environmentally sensitive transportation and land development.
The mission of the Institute is to promote the interdependence of transportation, land development, and the environment, while uniting the disciplines of planning, design, construction, operation, maintenance and research in support of sustainable development. By providing a multidisciplinary focus for professional communication, education and collaboration, the Institute will enhance the professional knowledge and skills of its members so that they may improve the quality of life. The Institute will bring together engineers, planners, industry representatives, citizen groups, developers, public officials and others dedicated to improving transportation and fostering appropriate development decisions at the local, regional, state, national and international levels.
The Institute is organized within the Society. All policies and activities of the Institute shall be consistent with and subject to:
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 mission of the Institute. The membership categories shall be differentiated as individual members and group members.
Individual Members:
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.
At the discretion of the Board of Governors, non-members of the Institute may serve on Institute Standards Committees as voting members.
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 and 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.
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 of the annual dues for that calendar year. The annual dues payable by the Institute membership shall be as follows:
ARTICLE 7. BOARD OF GOVERNORS
1. 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 seven (7) voting members elected or appointed as follows: four (4) Governors elected by the Institute membership; two (2) Governors appointed by the Technical and Administrative Divisions; and one (1) Governor appointed by the Society's Board of Direction. In addition, the Institute Executive Director shall serve as a non-voting member of the Board of Governors.
2. 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 mission.
3. Qualifications
All members of the Board of Governors shall be either a Member or Honorary Member in good standing of the Institute and shall be a Member in good standing of the Society. 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 either the Institute or the Society while in office shall be removed.
4. Term of Office
The term of office of the elected Governors shall be four (4) years. The elected Governors' terms shall be staggered so that one Governor's term expires at the end of each fiscal year and that outgoing Governor is replaced with a new Governor. All Governor terms begin at the start of the fiscal year. After completing their elected term, elected Governors may not serve as appointed Governors.
The term of office of the Governors appointed by the Technical and Administrative Divisions shall be two (2) years and staggered.
The term of office of the Governor appointed by the Society Board of Direction shall be one (1) year. However, the Governor appointed by the Society's Board of Direction may be re-appointed to successive one (1)-year terms, not to exceed four (4) years.
These appointed Governors are eligible to be elected Governors upon completion of their term of appointment.
5. Designation of Officers
The four (4) 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.
The three (3) appointed Governors shall not serve as officers.
The term of any member of the Board of Governors shall commence after the term of the predecessor expires, except in cases where a Board member is appointed to fill a vacancy.
6. Election of Governors
The Nominating Committee shall annually solicit candidates for the elected Governor position. Based on the names received, the Nominating Committee shall prepare a slate of at least two (2) candidates for the Governor position to be filled. This slate shall be developed based on consideration of the Institute's objective to have diverse representation on the Board of Governors. A ballot listing the nominated slate and a line for a write-in candidate shall be distributed to all voting Institute members in good standing by May 1 of each year. Ballots received by July 1 shall be counted.
7. Filling a Vacancy on the Board of Governors
Whenever any vacancy occurs in an elected position of the Board by death, resignation or otherwise than by expiration of a Governor's term, it shall be filled without undue delay for not longer than the remainder of the term as a direct appointment by the remaining Governors.
Whenever a vacancy occurs in an appointed position by death, resignation or otherwise than by expiration of a Governor's term, it shall be filled for the remainder of the term without undue delay as a direct appointment by the Society's President for the Society appointed Governor, and by the appointing Division for the Division appointed Governors.
8. Compensation
Individual members of the Board of Governors shall not receive any salary or other compensation for their services as Board of Governors' members, but they shall be entitled to reimbursement of reasonable expenses, if any, incurred by them as Board of Governors' members, under procedures established by the Board of Governors.
9. 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 mission and programs of the Institute.
10. Removal
Any 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.
Any member of the Board of Governors who does not attend two consecutive meetings of the Board of Governors will be automatically removed from the Board of Governors as of 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. OFFICERS
1. Officers
The officers of the Institute shall be the President, Vice-President, Past-President, Secretary and Treasurer. 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.
2. 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 all general and special meetings 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 regular and special 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 Executive Director shall serve as Secretary and shall 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 Executive 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 Executive Director may or may not be present, as the Board of Governors may direct.
ARTICLE 9. MEETINGS
1. Scheduled Meetings of the Board of Governors
The Board of Governors must 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.
2. 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 either the President or Executive Director upon the request of any three (3) Board of Governors members. At such meetings, there shall be considered only such business as is specified in the meeting notice. At least fifteen (15) days advance notice of any such special meeting shall be given by the Executive Director to members of the Board of Governors.
3. 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.
4. Special Institute Meetings
The Board of Governors may call special meetings of the Institute membership at any time.
The Board of Governors shall call a special meeting of the Institute membership 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 10. FINANCE
1. Fiscal Year
The fiscal year of the Institute shall be from October 1 through September 30.
2. 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.
3. 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 Executive 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.
4. Institute Budget
The Institute budget must be approved by the Board of Governors.
5. Records
The Executive Director shall keep the books and accounts of the Institute.
6. Reporting
At the close of each fiscal year, the Executive 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.
7. 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.
8. Audit
The Executive 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 11. COMMITTEES
1. Administrative Division
The Board of Governors may establish committees to undertake the administrative work of the Institute. The Board of Governors shall determine the name, purpose, and number of committees.
- Administrative Division Executive Committee - The Administrative Division Executive Committee is comprised of the chair from each of the Administrative Committees. The Administrative Division Executive Committee appoints one of its members to the Board of Governors.
- Awards Committee- Makes recommendations to the Board of Governors for recipients of all Society awards administered by the Institute, in accordance with the rules for each. The awards administered by the Awards Committee include the Horonjeff Award, the Turner Lecture Award, Frank Masters Award, Wilbur Smith Award, James Laurie Prize, and Harland Bartholomew Award.
- Membership Committee- Directs membership campaigns to recruit new Institute members. Participates in section, branch, and student activities of the Society and the Institute for the purpose of advancing knowledge and membership in the Institute.
- Publication and Newsletter Committee- Administers the solicitation, review, and editing of journal and practice periodical papers in the fields of interest to the Institute in accordance with policies established by the Institute and the Society. The current journals to be administered by the Institute include the Journal of Transportation Engineering and the Journal of Urban Planning and Development. This committee recommends awards for outstanding papers to the Awards Committee and helps develop and coordinate such initiatives as the preparation of relevant handbooks and manuals in cooperation with Institute technical committees and the Society Publication Division. In addition, this committee is responsible for overseeing the development of appropriate codes and standards in the area of interest to the Institute. This committee also determines the nature and contents of the Institute newsletter and provides for its quarterly publication.
- Conferences Committee - Reviews and coordinates the planning and execution of conferences and workshops organized by the Institute as well as technical sessions of the Society's annual meetings.
- Policy Committee - Reviews and coordinates the development and updating of national policies related to the areas of interest of the Institute and supervises the dissemination of such policies.
- Education Committee - Encourages and coordinates the development and implementation of university curriculum, continuing education, and specialty certification programs of the Institute including the offering of on-line courses and workshops.
- Standards Committee - Develops standards for various transportation and development activities as needed.
- Nominating Committee - Develops the slate of candidates to be voted on for the elected Governor positions and for any other positions including filling of vacancies in the Board of Governors as requested by the Board of Governors. In addition to the Past President of the Institute, the Nominating Committee shall include at least four (4) other members appointed by the Board of Governors to serve a one (1) year term. Nominating Committee members may be reappointed to a second one (1) year term.
2. Technical Division
Technical activities of the Institute will be conducted through Councils in the Technical Division. Each council may consist of a number of technical committees and/or task groups depending upon the areas of interest of each council.
The Technical Division shall be under the leadership of a Technical Division Executive Committee. The Executive Committee shall include not less than five (5) members selected by the Board of Governors from the members of the Technical Councils. One (1) or more Executive Committee member shall be selected from the chairs of the committees that comprise each of the Technical Councils. The Executive Committee shall appoint one of its members to the Board of Governors.
The Board of Governors may establish new councils, remove councils, or reconstitute the councils as they determine to be in the best interest of the Institute. The Executive Committee may establish technical committees and/or task groups as they determine subject to Board of Governors' approval. The Technical Division Executive Committee shall assign each of its members as liaisons with the Technical Councils. Each committee and task group shall be under the leadership of a chair. Chairs shall be subject to Executive Committee approval.
The Technical Councils shall initially include:
- Planning and Development
- Design, Construction and Maintenance
- Operations and Safety
- Cross Cutting
All Institute councils, committees and/or task groups will coordinate their activities directly with other councils, committees and/or task groups of the Institute and with other Society institute committees.
ARTICLE 12. ADMINISTRATION AND EXECUTIVE DIRECTOR
1. 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, 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Indemnification
The Society shall indemnify the Institute's officers, Executive 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.
7. Executive Director
The Executive 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 Executive Director will be employed by the Society, and is subject to Society employment rules. The Executive Director will be reviewed annually by the Society's Executive Director after input from the Past President of the Board of Governors. The Executive 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 Transportation and Development Institute.
The Executive Director shall appoint all Institute staff, independent contractors and other suppliers and agents, subject to direction by the Board of Governors. In making such appointments, the Executive Director shall comply with the human resources policies and procedures of the Society, which shall be applicable to and binding on the Institute.
ARTICLE 13. DISSOLUTION
At any duly constituted meeting of the Board of Governors, by a two-thirds 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 14. 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.
