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By Laws & Constitution
ARTICLE I ORGANIZATIONAL NAME
OBJECTIVES
To act exclusively for charitable and educational purposes, including, for such purposes the making of distributions to organizations under Section 501(c)(3) of the U.S. Internal Revenue Code. To do no act or thing prohibited by, or inconsistent with, its status as a nonprofit corporation as defined by Section 501(c)(3) of the U.S. Internal Revenue Code and the Regulations pertaining thereto, pertaining to tax exempt corporations or an organization, contributions to which are deductible under Section 170(c)(2) of the U.S. Internal Revenue Code. To do any and all acts and things, not for profit, necessary or useful to the accomplishment of the objectives and purpose of the Chapter. To provide a common forum to discuss and enhance programs designed to provide transportation preparedness for peacetime needs, contingencies and humanitarian efforts.
To provide active assistance, by study and action, in a non-partisan capacity to appropriate government agencies engaged in peacetime and defense preparedness transportation planning, and to promote recognition of the need for cooperation and To encourage implementation of plans and programs to assure adequate transportation capability in time of emergency. To provide advisory assistance, upon request, to governmental agencies concerning transportation problems. To encourage transportation and related industries to make available transportation management and operational personnel for prompt support of appropriate agencies in periods of emergency. To support, conduct and assist programs of transportation education, science, research and development among private, industrial, educational and governmental agencies which are designed to foster efficient use of energy, improve the environment, and increase the safety, effectiveness, economy and the responsiveness of the transportation industry and allied services to the movement of people and goods during times of peace and defense of national interests. To foster a spirit of patriotic good will and cooperative endeavor and mutual understanding among its members, strong industrial entities, the transportation industry, and all government departments and agencies concerned with transportation. To support continued reliance on the private enterprise system of ownership and operation of transportation in the United States.
POLICIES Section 1. All policies of the Chapter will be established by the Board of Directors, and will not be in conflict with the National NDTA By-Laws. Section 2. This Chapter is non-commercial, non-profit, and politically non-partisan. Neither its name nor its influence may be used directly or indirectly in the interest of any political activity. Section 3. No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons except that the Chapter shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of U.S. Internal Revenue Code, Section 501(c) (3) purposes. No part of the activities of the Chapter shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Chapter shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
MEMBERSHIP Section 1. All members in good standing of the National Defense Transportation Association are eligible for membership in this Chapter. Membership in the Washington D.C. Chapter shall be automatic upon application by members in good standing of NDTA. Section 2. Membership will be of the following classes: Regular; Military/Government; Action-35; Student; Life; Sustaining; and Retired; in accordance with standards of eligibility set forth in Article I of the Chapter By-Laws. Section 3. Membership of any class may be revoked by the Board of Directors or the National Executive Committee for conduct inconsistent with the purposes, objectives or policies of the Chapter or Association.
OFFICERS, DIRECTORS, AND MANAGEMENT Section 1. The government of this Chapter shall be vested in its Officers and Directors, who together will act as the Chapter's Board of Directors. OFFICERS Section 2. The Officers of this Chapter shall consist of the President; the First and Second Vice Presidents; the Secretary; the Treasurer and the General Counsel; who shall perform duties as outlined in Article IV of the Chapter By-Laws. BOARD OF DIRECTORS Section 3. The Board of Directors of this Chapter shall consist of its current Officers; Past Presidents; and twenty (20) Directors. The general control and management of the Chapter are vested in the Board of Directors, which is empowered to appoint such committees or designate such assistants as may be necessary or desirable for the execution of the policies of the Chapter or the transaction of its business, consistent with the Constitution and By-Laws of the National Association of this Chapter. The Board of Directors shall meet upon call of the President or on oral or written petition of a majority of its members, and a majority of the members of the Board of Directors acting in person shall constitute a quorum. ANNUAL ELECTION OF OFFICERS Section 4a. The Officers (Except the General Counsel and ten (10) Directors of the Board of Directors) shall be elected at each Annual Meeting of the Chapter by a majority of the votes of the membership present and voting there at. The General Counsel shall be appointed by the President. The Officers shall hold office for one (1) year beginning July 1 or until their successors are elected or appointed and take office. The ten (10) Directors elected each year shall hold office for two (2) consecutive years. A Nominating Committee will prepare a slate of nominees in accordance with Article V, Section 4, of the Chapter By-Laws. Section 4b. Vacancies shall be filled, pending the next Annual Meeting, by a majority vote of the Board of Directors. Section 4c. Only members in good standing may be elected to and be an Officer or Director in the Chapter. Chairpersons appointed to head standing or special committees must also be members in good standing. A member in good standing is one who has not had his membership revoked by the Chapter or by the National Executive Committee and also has kept his/her membership dues currently paid. Revocation of membership is immediate, whereas a member who has not kept his/her dues currently paid ceases to be a member in good standing as of July 1 of each year. Section 4d. Members of the Board of Directors and members in good standing of the Chapter shall be entitled to cast one (one) vote each on any matter regularly coming before their respective bodies and requiring decision by vote. ARTICLE VI MEETINGS Monthly meetings by the Chapter are preferred. If monthly meetings of the general membership are not possible, a minimum of four general membership meetings shall be held annually, one of these meetings to be the Annual Meeting for the election of the Officers and Directors. The Annual Meeting shall be scheduled to take place in June and the Officers and Directors elected at the Annual Meeting shall be reported promptly to the President of the Association, in such format as he/she may prescribe. ARTICLE VII CHAPTER DUES AND FINANCES The Chapter may establish procedures for fixing and collecting dues in addition to dues payable to the Headquarters of the Association. Careful financial records shall be maintained by the Chapter for examination at any time, and financial accounts shall be audited annually in accordance with Article V, Section 3, of the Chapter By-Laws. A copy of the annual audit report shall be sent to Headquarters. ARTICLE VIII WELFARE Appropriate tribute or message to members of members' family will be the responsibility of the Publicity and Welfare Committee in accordance with Article V, Section 5, of the Chapter By-Laws. ARTICLE IX ANNUAL REVIEW The Constitution and By-Laws of the Washington D.C. Chapter, NDTA, will be reviewed by the Board of Directors annually upon inauguration of a new administration for the purpose of determining whether or not amendments to the Constitution and By-Laws are appropriate. Any recommended amendments shall be adopted in accordance with Article XI of the Constitution and Article VII of the By-Laws. ARTICLE X CHAPTER MINIMUM
CHAPTER DISSOLUTION Section 2. The Chapter may, upon a two-thirds (2/3) vote of its current members in good standing, apply to the National Association for permission to dissolve. CHAPTER REVOCATION Section 3. The charter of this Chapter may be revoked by the National Association for conduct inconsistent with the purposes and objectives or policies of the Association or prejudicial to the good order and repute of the Association. CHAPTER ASSETS Section 4. Upon dissolution of this Chapter, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the U.S. Internal Revenue Code or shall be distributed to the Federal Government, or to a state or local government, for a public purpose.
AMMENDMENTS Section 1. This Constitution may be amended only after the proposed Amendment or Amendments shall have been first submitted to the Board of Directors and considered and acted upon, favorably or unfavorably by the Board. If considered and acted upon favorably by the Board of Directors, notice of the proposed Amendment or Amendments to the Constitution of the Chapter shall consist of a copy thereof being mailed to each member of the Chapter at least thirty (30) days before the meeting at which such proposed Amendment or Amendments will be voted on by the Chapter membership. This constitution may be amended by only two-thirds (2/3) of the votes of the members in good standing present and voting at any regular or special meeting of the Chapter, provided at least fifty members in good standing are present and voting. Section 2. Any member in good standing may propose an Amendment. Such proposal shall be submitted in writing to one of the Officers or Directors, a copy thereof will be included in the call for the next regular or special meeting at which the vote thereon will be taken. In the event that any such proposal for Amendment is accompanied by the signed endorsement of as many as fifty (50) members in good standing, such meeting shall be held no later than thirty (30) days from the receipt of the proposal of Amendment with endorsements by the Board of Directors.
We declare under penalty or perjury that the above document is a true and correct copy of the currently effective Constitution, as amended, as of June 01, 2004 of the Washington D.C. Chapter, National Defense Transportation Association.
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MEMBERSHIP Section 1. Regular Members: Any person, military or civilian, may upon approval of the President of the National Association and payment of the annual dues specified, become a Regular Member of this Chapter. Section 2. Military/Government Member: Active duty military personnel below Field Grade (Major or the equivalent) and government employees below GS-11 Grade (or its equivalent) may, upon approval of the President of the National Association and payment of annual dues specified, become a Military/Government Member of this Chapter. Section 3. Action-35 Members: Any person who has not reached his/her 35th birthday may, upon approval of the President of the National Association and payment of the annual dues specified, become an Action-35 Member of this Chapter. Section 4. Student Members: Any person who is a student enrolled in a transportation course in any accredited university or college in the United States, or any student enrolled in a transportation course in a government transportation school, of one year from beginning date of course of instruction, may, upon approval of the President of the National Chapter and payment of the annual dues specified, become a Student Member of this Chapter. Section 5. Life Member: Any applicant accepted for membership or any active member of this Association may, upon approval of the President of the National Association and payment of the single payment specified, become a Life Member of this Chapter. Life Members shall be subject to the payment of Chapter dues, if any. Section 6. Sustaining Member: Any person, corporation, company, firm or other organization or association may, upon approval of the President of the National Association and payment of annual dues specified, become a Sustaining Member of this Chapter. Section 7. Retired Member: Any person who has retired and is not still gainfully employed in any capacity may, upon approval of the President of the National Association and payment of the annual dues specified, become a Retired Member of this Chapter. Section 8. Chapter Membership: Members in good standing of any class shall be eligible for membership in the Washington, D.C. Chapter. Changes in Chapter memberships will be promptly reported to the President of the National Association. Section 9. Privileges of Members: All Regular, Military/Government, Action-35, Student, Life, Sustaining, and Retired members of the Washington, D.C. Chapter in good standing shall be entitled to take part in and vote at the Annual Membership Convention and at all meetings of the Chapter and may hold office in this Chapter. All members in good standing of every class shall be entitled to all official publications and announcements of the Association and to such other privileges as may be provided in these By-Laws for the class of membership concerned.
DUES Section 1. Initiation Fee: No initiation fee shall be charged by the Association or by this Chapter. Section 2. Amount of Dues: Each member of this Association shall pay such dues as may be determined from time to time by the National Association Board of Directors. This Chapter may charge such additional dues as may be necessary for Chapter Administration purposes and may be determined by the Board of Directors. At the discretion of the Board of Directors, the Secretary and Treasurer may have their annual National Dues paid by the Washington, D.C. Chapter. Section 3. Payment: The annual dues specified by the National Association Board of Directors will accompany each application for membership or each renewal statement and will be forwarded to the National Headquarters of the Association through the Chapter Secretary. Local Chapter dues, as required, will be forwarded to the Chapter Secretary.
DUTIES OF THE BOARD OF DIRECTORS Section 1. It shall be the duty of the Board of Directors to prescribe the policies for the Chapter subject to Article III, Section 1, of the Chapter Constitution. The Board shall have authority to transact all business necessary for the management and the accomplishment of the objectives and policies of the Chapter. Minutes of the meetings of the Board of Directors shall be made and preserved in accordance with the provisions of Article IV, Section 3, of these By-Laws. Section 2. All Officers and Committees empowered or authorized by the Board of Directors to create or incur financial obligations, shall, on or before August 1 of each year, prepare and submit to the Finance and Audit Committee proposed budgets for the ensuing fiscal year as they may deem necessary and proper to carry out their respective duties. The Finance and Audit Committee shall study the proposed budgets and submit its recommendation on each to the Board of Directors for mail vote no later than September 1 of each year. No Officer or Committee shall have authority to create or incur any obligation or make any expenditure not included in the budget or not authorized by the Board of Directors. Section 3. It shall be the duty and function of the Officers and Directors of the Chapter Board of Directors to receive and protect the funds, contributions and dues and to assume and bear full responsibility, as Officers and Directors, for the funds of the Chapter. Section 4. The Board of Directors shall submit an Annual Report to the Chapter membership, which shall include the financial condition of the Chapter at the close of the Chapter's current fiscal year. The Chapter's fiscal year will be from July 1 of each year to June 30 of the following year.
DUTIES OF OFFICERS Section 1. President: The Chapter President shall be the Chief Executive Officer of the Chapter. He/She shall preside at all meetings of the Directors. He/She shall be responsible to call the meetings of the Board of Directors, other than the Annual Meeting, as necessary and appropriate. He/She shall preside at all meetings of the Chapter. He/She shall appoint the members and chairpersons of all standing and special committees except the Nominating Committee, subject to the approval of the Board of Directors. The President shall be an ex-officio member of all standing and special committees except the Nominating Committee. All expenditures must be approved by him/her before disbursement by the Secretary or Treasurer and shall perform all duties, bear all responsibilities and enjoy all authority customary to the office of the President. Section 2. Vice Presidents: The First Vice President shall perform the duties and exercise the functions of the President in his/her absence or disability, and such other duties and functions as the President and /or the Board of Directors may assign. The Second Vice President shall perform such duties and functions as the President and/or the Board of Directors may assign. Section 3. Secretary: The Secretary, under the direction of the President, shall keep the minutes of all meetings of the Board of Directors, maintain a complete record of correspondence and files of the Chapter, and perform such other duties as are assigned. A copy of the minutes of each meeting of the Board of Directors shall be sent to each member of the Board. Section 4. Treasurer: The Treasurer, under the direction of the President, shall maintain a complete record of the membership of the Chapter, shall maintain a complete record of all dues and other monies and securities received by the Chapter, shall maintain all necessary books or records relating to financial transactions, and prepare all required regular and special reports and inventories of a financial nature, and perform such other duties as are assigned. The funds of the Chapter shall be kept in such banks and the securities under such physical custody as the Board of Directors shall determine. Section 5. General Counsel: The General Counsel shall be appointed by the President and shall perform such legal duties as may be requested by the President and/or the Board of Directors. He/She will serve as a member of the Board of Directors. ARTICLE V COMMITTEES Section 1. The President shall appoint all Committees except the Nominating Committee (see Section 4 below). The President shall be an ex-officio member of all Committees, except the Nominating Committee. Section 2. Standing Committees shall report to the Board of Directors at regular or special meetings of the Board, and at such other times as the Board may direct. Standing committees of the Washington, D.C. Chapter shall include: Awards; Scholarship; Career Education; Emergency Preparedness; Finance and Audit; Membership; National Transportation Week; Nominating; Programs; Publications; Publicity and Welfare; Reception; Social Activities; and Action-35. Section 3. It shall be the duty of the Finance and Audit Committee to prepare a budget for the fiscal year which begins July 1 of each year, in conjunction with Officers and Committees empowered or authorized by the Board of Directors to create or incur financial obligation, in accordance with Article III, Section 2, of these By-Laws. It shall also be the duty of the Finance and Audit Committee, by and with the advice and consent of the Board of Directors, to audit the Treasurer's accounts at the close of the fiscal year and the results of such audit shall be submitted to the membership at the first monthly meeting of the general membership. Section 4. The Nominating Committee shall be appointed by the Board of Directors. The President of the Chapter shall not appoint this committee nor be a member of it - ex-officio or otherwise. The Chairperson of the Nominating Committee shall normally be the immediate past President of the Chapter. The Nominating Committee shall prepare a slate of nominees to fill the five (5) elected Officer positions and the ten (10) Director positions (see Article V, Section 4a, of the Chapter Constitution). It shall be mandatory that the Nominating Committee contact each person whom it wishes to nominate, in order to obtain his/her acceptance of nomination. The Nominating Committee will present the slate of nominees they have chosen to the Board of Directors prior to the May membership meeting. The Nominating Committee's slate of nominees will be made known at the May membership meeting, with the actual election to take place at the Annual Meeting in June. Section 5. Upon notification, the Chairperson, Publicity and Welfare Committee, will send a hospitalized member an appropriate tribute not to exceed $35.00. In the event of a Chapter member's death, the Chairperson, Publicity and Welfare Committee, will send a memorial in the form of an appropriate tribute from the Chapter not to exceed $65.00. If the family of the Chapter member requests a donation in lieu of a tribute, an equivalent contribution in the name of the Chapter will be made. In the event of illness or death in the family of a Chapter member, the Chairperson, Publicity and Welfare Committee, will send a message of appropriate salutation to the family. Section 6. The Scholarship Committee annually shall award scholarships to a student or students majoring in transportation or a transportation-related course of study. All scholarship recipients must be members in good standing of the Washington, D.C. metropolitan area College or University Chapter of the NDTA. Funding shall be effected primarily through income derived from the Chapter's fund raising activities and may be supplemented by donations or bequests received by the Chapter for this purpose and from other sources. Scholarships shall be limited to one-half of the annual income derived until a principal fund of $10,000 has been accumulated. When the Scholarship Fund reaches a principal amount of $10,000, scholarships may be granted in amounts which do not reduce the principal below $10,000. The guidelines for the Chapter's Merit Scholarship Program will be published separately. ARTICLE VI PARLIAMENTARY AUTHORITY Except as otherwise provided in this Constitution and By-Laws, the rules contained in the current edition of "Robert's Rules of Order, Newly Revised" shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with the Constitution and By-Laws of either the Chapter or the National Association and any special rules or order either body may adopt.
AMNEDMENT OF BY-LAWS These By-Laws can be amended at any regular or special meeting of the Board of Directors by a two-thirds (2/3) vote, provided that the amendment has been submitted in writing at the previous regular or special meeting of the Board
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