ASHE By-Laws
By-Laws of the Harrisburg Section
of the American Society of Highway Engineers
Established by Charter No. 1
May 8, 1961
Adopted March 5, 1962 (originally)
Amended March 6, 1964
Amended January 4, 1965
Amended September 13, 1965
Rewritten and adopted April 2, 2001
Rewritten and adopted April 2, 2007
Articles of Content
Article I Membership, Admission and Separation
Article II Initiation Fees, Dues and Finances
Article III Management
Article IV Board of Directors
Article V Officers
Article VI Indemnification
Article VII Election of Officers
Article VIII Official Publication
Article IX Meetings
Article X Order of Business
Article XI Committees
Article XII Amendments
Article XIII Bond
Article XIV Dissolvement
Section Policies
Name, Organization and Administration
The Harrisburg Section of the American Society of Highway Engineers is established in accordance with Article V of the Constitution of the American Society of Highway Engineers by the issuance of Charter No. 1 dated May 8, 1961.
The regulation and administration of the affairs of the Harrisburg Section shall be in accordance with the Constitution of the American Society of Highway Engineers and the Harrisburg Section By-Laws as hereby set forth.
Nomenclature
The nomenclature and phraseology used in these By-Laws shall be interpreted as follows:
National", "National Society" or "Society" shall mean the American Society of Highway Engineers.
"Section" shall mean the Harrisburg Section.
Article I Membership, Admission and Separation
Section 1 -
The election to membership set forth in the National Constitution shall be entrusted to the National Board of Directors upon the recommendation of the Harrisburg Section, and the decision of the National Board of Directors as to eligibility shall be final.
Section 2 -
Any person desiring to become a member of the Harrisburg Section shall make written application to the Section Secretary. Such application shall be such form and contain such data as may be prescribed by the National Board of Directors. The applicant shall provide the name of his sponsoring member. The Secretary shall request action on each application by the Membership Committee and the Board of Directors. On receipt of recommendation for acceptance, the application shall be forwarded to the National Secretary for final consideration of election or rejection of membership.
Section 3 -
Each applicant shall be notified by the Section Secretary of his election or rejection. The Section Secretary shall bill each elected applicant for Section dues.
Section 4 -
Honorary members shall not exceed one (1) percent of the Members of the Society. They shall be proposed to the National Board of Directors by petition of not fewer than ten (10) percent of the Society members. Election to the grade of Honorary Members shall be provided under Article II and Article III of the Constitution.
Section 5 -
A member whose dues become six months in arrears shall lose the right to vote and to receive publications normally furnished without special charge to members in good standing. Any member whose dues become twelve (12) months in arrears by June 1 shall forfeit membership with Society, subject to an investigation and recommendation by the Harrisburg Board of Directors.
Section 6 -
Members may request exemption from paying further dues, if they meet the following criteria and petition the Board of Directors for approval. These non-paying dues members shall be known as Life Members, but this term shall not be used as a separate grade of membership.
- They shall have reached the age of sixty-five (65) years, or shall have retired, and have paid dues as such for not less than twenty (20) years; or
- They shall have paid dues for twenty-five (25) years, even though they may not have reached the age of sixty-five (65) years, or have retired.
All Life Member assessments will be paid by the Section.
Article II Initiation Fees, Dues and Finances
Section 1 -
An initiation fee in the amount set annually by the National Board of Directors shall accompany each application for membership. The full initiation fee shall be submitted with the application when it is transmitted to the National Board of Directors for acceptance. Such fees shall be retained by the National Society on approval of the application, and the National Board of Directors will forward the approved member's application with a membership pin and a certificate of membership to the respective Section Secretary. In case of application rejection, the full initiation fee shall be returned to the Section for refund to the applicant.
Section 2 -
Dues shall be payable annually in advance of June 1 in the amount prescribed by the Board of Directors of the Harrisburg Section.
Section 3 -
Before April 1 of each year, the Section Secretary shall mail to each member at his latest known address, a statement of the amount of his dues for the ensuing year.
Section 4 -
Any member who becomes exempt from the payment of dues under Article IV of the Constitution shall be known as a Life Member, but this term shall not be used as a separate grade of membership.
Section 5 -
Upon written request, signed by any suspended or expelled member and filed with the National Secretary, the National Board may, by the affirmative vote of two thirds, reinstate the member upon such terms as the National Board my deem appropriate
Section 6 -
The Section fiscal year shall be from June 1 through May 31.
Section 7 -
A person admitted to membership between June 1 and November 30 shall pay the year's dues; a person admitted to membership between December 1 and May 31 shall pay one half the year's dues.
Article III Management
Section 1 -
The Harrisburg Section shall be governed by the Board of Directors
Section 2 -
The officers shall consist of a President, First Vice President, Second Vice President, Treasurer, Assistant Treasurer, and a Secretary.
Section 3 -
The Board of Directors shall consist of a minimum of nine (9) directors, the elected officers and immediate past president. The directors to be elected by the Section shall desirably represent all elements of the highway industry. Every year one-third of the directors shall be elected for three-year terms. Additionally, the directors shall serve as chairpersons or members of the Section operating committees.
Article IV Board of Directors
Section 1 -
The Board of Directors shall be the judge of the qualifications of its members and shall have authority to fill vacancies arising in its own number.
Section 2 -
The Board of Directors shall have charge of the technical and social interests and activities of the Section. It shall act in all matters concerning the business and financial interests of the Section, and in the discharge of its duties shall have power, within the limitations of the Constitution and these By-Laws, to execute any measure whatsoever which seem necessary to further the interest of the Section.
Section 3 -
The Board of Directors shall meet at least once every month from September thru May, but no business shall be transacted unless a majority of the members are present. Special meetings of the Board of Directors may be called by the President or two (2) members of the Board of Directors.
Section 4 -
At it’s first meeting, or within 30 days after the annual meeting of the Section, the Board of Directors shall announce and form Standing and/or Special Committees for the current fiscal year.
Article V Officers
Section 1 -
The President, subject to the Board of Directors, shall have general supervision of the affairs of the Section. He/She shall preside at meetings of the Section and of the Board of Directors at which he/she may be present, and shall be ex-officio member of all committees. He/She shall be chairman of the Board of Directors, and in that capacity, shall have power to call a meeting of the Board whenever, in his/her discretion, it will further the interests of the Section.
Section 2 -
The First Vice President shall preside at all meetings in the absence of the President.
Section 3 -
The Second Vice President shall preside at all meetings in the absence of the President and the First Vice President.
Section 4 -
The Secretary shall, under the direction of the President and the Board of Directors, act as executive officer of the Section. He/She shall attend all meetings of the Section and the Board of Directors, and record the proceedings thereof. He/She shall have custody of all official papers and records. He/She shall conduct the correspondence of the Section and keep full records of same. At the Annual Meeting, he/she shall submit a report in writing covering the duties and activities of his/her office, including a statement of the status of the membership of the Section. He/She shall see that all monies due the Section are collected and transferred to the custody of the Treasurer. In cases of his/her absence or disability, a substitute may be appointed by the President. At the expiration of his/her term of office, he/she shall transfer to his/her qualified successor all relevant documents, material and equipment for which he/she shall receive a receipt of compliance.
Section 5 -
The Treasurer or Assistant Treasurer shall receive all monies and deposit the same in the name of the Section in a depository approved by the Board of Directors. He/She shall keep full records of the accounts of the Section. He/She shall pay all bills when certified and audited as provided in these By-Laws and as prescribed by the Board of Directors. At the expiration of his/her term of office, he/she shall turn over to his/her successor all books, papers, and monies belonging to the Section taking a receipt therefore. The Treasurer shall make an annual report, to be presented at the Annual Meeting. Also, he/she shall submit a cost form for receipts and expenditures for his/her term, for tax purposes. The Assistant Treasurer shall perform all duties as the Treasurer in his/her absence.
Article VI Indemnification
Section 1 -
The Section shall indemnify each of its directors and officers whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a director or officer of the Section. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Section for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as director or officer by reason of willful misconduct, bad faith, gross negligence or reckless disregard for the duties of his or her office. The right to indemnity for expenses shall also apply to the expenses of suits, which are compromised or settled if the court having jurisdiction in the matter shall approve such settlement.
Section 2 -
A director or officer shall not be personally liable for monetary damages for any action taken or for any failure to take action as a director or officer, unless (1) the director or officer has breached or failed to perform the duties of his or her office under Section 83863 of Title 42 (Judiciary and Judicial Procedure) or the Pennsylvania Consolidated Statutes, and (2) the breach or failure to perform constitutes self-defeating, willful misconduct or recklessness. This section of the by-laws shall not apply to the responsibility or liability of a director or officer pursuant to any criminal statute or to the liability of a director or officer for the payment of taxes pursuant to local, state or federal law. No amendment to or repeal of this by-law shall apply to or have any effect on the personal liability of monetary damage of any director or officer for, or with respect to, any act or omission of such director or officer occurring prior to such amendment or appeal.
Article VII Election of Officers
Section 1 -
Ninety (90) days before the Annual Meeting, the Nominating Committee shall nominate candidates for the elective offices. The nominee so named shall be the official nominee for the respective office. After acceptance of the nomination by official nominees, the Secretary shall mail a list of nominees to the membership at least thirty (30) days before the Annual Meeting at which the election of the above nominations will be held. Only Members in good standing shall be eligible for nomination to elected offices.
Section 2 -
Nominations by petition as provided for in Article VI, Section 8, of the Constitution shall contain the signatures of at least ten (10) per cent of the membership and shall be accompanied by a letter from the nominee in acceptance of the nomination. Nomination by petition shall be filed with the Secretary not less than thirty (30) days prior to the annual date set for closing the balloting for the election of officers. Nominee by petition shall be so designated in the ballot for electing officers.
Section 3 -
All Members shall be entitled to vote as long as they maintain their membership in good standing.
Section 4 -
Immediately following the verification of the final ballots the outgoing Secretary shall notify the officers who have been elected and shall secure from each person so elected, his/her acceptance of the election.
Section 5 -
A general announcement of the officers elected shall be published in “The Profile”, the Section's official publication.
Article VIII Official Publication
Section 1 -
The Section shall publish notices and announcements relating to Society affairs which shall be deemed to have been brought officially to the attention of the Society.
Section 2 -
This official publication shall be called “The Profile” and shall be published monthly, from September to May of each year.
Article IX Meetings
Section 1 -
The Annual Meeting for the election of officers and Directors and for the transaction of other business of the Section shall be held during the month of May at such place and time as the Board of Directors may designate.
Section 2 -
Regular monthly meetings of the Section shall be held at such place and time as the Board of Directors may designate.
Section 3 -
The President shall present or cause to be presented a brief report of the activities of the Section at regular monthly meetings.
Article X Order of Business
Section 1 -
The order of business for regular monthly meetings of the Board of Directors shall be:
- Call to order
- Reading of minutes of previous meeting
- Treasurer's report
- Reading of communications and presentation of bills
- Report of Officers
- Report of committees
- Unfinished business
- New business
- Adjournment
Article XI Committees
Section 1 -
The President shall within thirty (30) days after the Annual Meeting of the Section appoint the following standing committees from the active membership:
- Public Relations
- Membership
- Program and Fellowship
- Constitution and By-Laws
- Nominating
- Auditing
- Budget and Finance
- Legislative
- Technical
- Student Development
- Scholarship
- Adopt-A-Highway
- Member of the Year/Engineer Week Awards
- Website Committee
The Officers and Directors for the new year will chair the standing committees as follows:
President |
- Ex officio member of all committees |
Chair Person: |
|
1st Vice President |
- Program and Fellowship Committee |
2nd Vice President |
- Scholarship Committee |
Treasurer |
- Finance Committee |
Past President |
- Nominating Committee |
Directors |
- Membership Committee |
Section 2 -
Special committees may be appointed at the discretion of the President
Section 3 -
All membership shall be eligible to committee appointments.
Section 4 -
To recognize the importance of promoting student interest in the engineering problems in the development and use of highways, the Harrisburg Section of the American Society of Highway Engineers, shall sponsor a Student Scholarship Award.
(a) The competition for these awards is restricted to residents of the following counties who are enrolled, or accepted for admissions at an accredited college of engineering:
- Adams
- Cumberland
- Dauphin
- Franklin
- Juniata
- Lancaster
- Lebanon
- Perry
- York
(b) The number of scholarships and amounts will be determined by the Board of Directors and are to be applied for tuition or other expenses, at the discretion of the Dean of Engineering, at any college of engineering accredited by the Engineering Council for Professional Development or recognized by the State Registration Board.
(c) Presentation of the scholarship awards each year are not mandatory.
(d). All applications must be submitted by the due date as advertised on the Scholarship announcement.
(e) The selection of the recipients for the awards is the responsibility of the Scholarship Committee of the Section subject to ratification by the Board of Directors.
(f) The Scholarship Committee shall notify all scholarship applicants of the results of the selection of the recipients of the scholarship awards.
Article XII Amendments
Section 1 -
At any meeting of the Board of Directors, a quorum being present, the Board of Directors by a two-thirds vote, may amend the By-Laws in conformity with the Constitution, provided that a written notice of such proposed amendment shall have been given at a previous meeting of the Board of Directors, and provided further that the Secretary shall have mailed a copy of such proposed amendment to each member of the Board of Directors at least fifteen (15) days in advance of the meeting at which action thereon is to be taken.
Section 2 -
Also a proposed amendment to these By-Laws may be petitioned to the Board of Directors by at least twenty-five (25) members of the Section.
Article XIII Bond
Section 1 -
The Secretary, the Treasurer, and the Assistant Treasurer shall each provide a fidelity bond in an amount to be determined by the Board of Directors from time to time in accordance with the financial condition of the Section, indemnifying the Section from loss. The premium of said bonds is to be paid by the Society.
Section 2 -
Certification that such fidelity bonds have been provided by the Section for the respective fiscal officers shall be furnished annually to the National Board of Directors.
Article XIV Dissolvement
Section 1 -
The Harrisburg Section may be dissolved by the National Board of Directors, either by petition from this section, or for cause. In the event of dissolution of the section, the charter of the Harrisburg Section shall be revoked by the National Board of Directors.
Section 2 -
Any remaining funds or other assets together with official records and documents of the Harrisburg Section, after payment of all indebtedness, will be turned over to the National Board of Directors to be held in trust, for use in the event of reorganization of the section, for a period of three (3) years after which they will become the property of the National Society, as provided in Article V, Section 2, of the Constitution and in Article XV, Sections 2, 3 and 4, of the National By-Laws. No responsibility for liabilities of the Harrisburg Section will accrue to the National Society. Section Members in good standing of the Harrisburg Section will be assigned, by the National Board of Directors, to an active Section.
Section Policies
Section Policies
Section 1 - Convention Expenses –
The incoming President shall have his expenses paid for while attending the National Convention.
Section 2 - Dinner Meal Charges –
Any member who makes a reservation for himself or for a guest(s) and does not cancel the reservations prior to the dinner shall be responsible for paying all of the charges incurred by the Section. An exception will be only if the Restaurant holding the dinner charges only for the actual number attending, then there will be no charges passed on to the member.
Section 3 - Dinner Meeting Speaker Reimbursement –
It has been the policy of the Harrisburg Section not to provide reimbursement for speakers other than providing meals and this action shall be encouraged in the future
Section 4 - Invitees to Past Presidents Dinner –
Annual invitees to the Past Presidents Dinner shall consist of the Past
Presidents prior to this year’s dinner. All Past Presidents will be required to
pay for their meal. Meals for the Member of the Year winner(s) and immediate family will be paid for by the Section.