Utah Section Charter and Bylaws

Utah Section Charter

ARTICLE I – PREAMBLE

Section 1.1 – As authorized by the Constitution of the INSTITUTE OF TRANSPORTATION ENGINEERS, INC., hereinafter referred to as “ITE”, the Mountain District, hereinafter referred to as the “District”, as recorded in the minutes of the District Board meeting on June 28, 2020, and as approved by the International Board of Direction of ITE, hereinafter referred to as the “IBOD” as recorded in the minutes of its meeting on August 9, 2020, grants this Charter for the Utah Section of ITE, hereinafter referred to as the “Section.”

Section 1.2 – This Charter shall be effective beginning January 1, 2021 and shall remain in effect, including any amendments, until rescinded by the District Board.

Section 1.3 – This Charter shall, on the date it becomes effective, supersede any previous charter or constitution of a Section enrolling members from the designated area and shall annul any bylaws of such a Section which may be in conflict with it.

ARTICLE II – AREA AND PURPOSE

Section 2.1 – The area designated as that of this Section shall be the State of Utah or as the area shall be established from time to time by the District Board, or as the area shall be established from time to time as an outcome of amendments to the area designated as the District by the IBOD.

Section 2.2 – To assist in advancing the purposes shown below, this Section shall be exclusively administered and operated to receive, administer, and expend funds for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. The purpose of this Section shall be to:

  • Serve as the primary affiliation for ITE members at the local level;
  • Support the overall goals and objectives of ITE;
  • Support District activities and coordinate with the District in carrying out the Section mission and purpose;
  • Financially support and coordinate with Chapters within the Section;
  • Foster closer association of ITE members;
  • Encourage members to share knowledge;
  • Consider local transportation issues;
  • Collaborate with other local transportation professionals on matters of common interest;
  • Present points of view consistent with established ITE policies;
  • Support and mentor students and student chapters within the Section.

 

Section 2.3 – This Section is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provisions of this Charter, the Bylaws of this Section or the Constitution of the Institute of Transportation Engineers, the Section shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue law). No substantial part of the activities of this Section shall be the carrying on of propaganda or otherwise attempting to influence legislation, and this Section shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

Section 2.4 – No part of the net earnings of this Section shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that this Section shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its purposes and objectives set forth in Article II hereof.

Section 2.5 – Upon the winding up and dissolution of this Section, after paying or adequately providing for the debts and obligations of this Section, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation, which is organized and operated exclusively for charitable, educational, and/or scientific purposes and which has been established as having tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

Section 2.6 – In any taxable year in which the organization is a private foundation as described in Internal Revenue Code 501 the organization shall distribute its income for said period at such time and manner as not to subject it to tax under Internal Revenue Code 4942, and the organization shall not:

  • engage in any act of self‐dealing as defined in Internal Revenue Code 4941(d),
  • retain any excess business holdings as defined in Internal Revenue Code 4943(c),
  • make any investments in such manner as to subject the organization to tax under Internal Revenue Code 4944; or
  • make any taxable expenditures as defined in Internal Revenue Code 4944 or corresponding provisions of any subsequent Federal tax law.

 

ARTICLE III – MEMBERSHIP

Section 3.1 – ITE members of any grade who, according to ITE records, are located within the area designated for the Section shall be a member of the Section.

Section 3.2 – Any ITE member may become a member of the Section, without residing in the Section area, upon payment of Section dues to ITE.

Section 3.3 – ITE members who are members of the Section shall be entitled to all privileges of the Section, except that Student members may not vote or hold elective office in the Section.

Section 3.4 – Any Section member whose ITE membership has been forfeited shall also forfeit membership in the Section. Any Section member who is placed on inactive status by ITE shall also be placed on inactive status by the Section Board. Members will be reinstated to membership in the Section only if reinstated to membership in ITE.

ARTICLE IV – GOVERNMENT

Section 4.1 – The government of the Section shall be vested in its officers, directors, and representatives who shall constitute a Section Board.

Section 4.2 – The Section Board shall manage the affairs of the Section in conformity with the provisions of this Charter, the policies and procedures of the District, actions of the District Board, the Constitution and policies of ITE, and the actions of the IBOD.

Section 4.3 – Upon the adoption of this Charter, the existing Section Board shall expeditiously adopt bylaws that set forth the governance and administration of the Section in accordance with this Charter.

Section 4.4 – The Section bylaws shall set forth the structure of the Section Board in accordance with this Charter and shall provide the manner of nominating and electing Section officers, directors, and representatives, and specifying their terms of office.

Section 4.5 – The Section bylaws shall establish and govern appointment of committees as otherwise provided heretofore, number and times of meetings, methods of amending bylaws, and such other matters as the Section may desire, provided such bylaws do not conflict with this Charter, the policies and procedures of the District, actions of the District Board, the Constitution, and policies of ITE or policies of the IBOD.

Section 4.6 – The bylaws of the Section may be adopted, and amended after adoption, by an affirmative vote of two‐thirds of the Section Board. At the Section Board’s discretion, the amendment can be put up to the full membership for a vote in accordance with the voting procedures established in the bylaws. Any dues increase in excess of 20% and special assessments require a vote by the membership.

Section 4.7 – Bylaws or amendments to the bylaws of the Section shall take effect thirty days after being approved by the District Board. At any time the District Board may annul or amend any part of the Section’s bylaws which it considers to be contrary to the Section Charter, the policies and procedures of the District, actions of the District Board, ITE Constitution, or the best interests of ITE by giving notice in writing to the Section.

ARTICLE V – ADMINISTRATION

Section 5.1 – The Section may issue a Charter establishing a Chapter within its area upon the written request of voting members residing in the proposed Chapter area. The Charter shall be in a form approved by the IBOD. The Section may rescind a Chapter Charter in the manner provided in the Chapter Charter.

Section 5.2 – The Section shall financially support and coordinate with any Chapters established within its area.

Section 5.3 – The Section is responsible for any Chapters and student chapters within their area.

ARTICLE VI – RELATION OF SECTION TO DISTRICT AND ITE

Section 6.1 – The Section shall not speak for the District or ITE unless authorized in the particular matter by the District Board or the IBOD, respectively. The Section may speak for itself on matters pertinent to its geographical area.

Section 6.2 – Sections are encouraged to develop relationships with other not for profit associations at the same level in which the Section operates in the development of meetings and educational programs for ITE members. The Section should not enter into any formal partnerships or agreements, with either national or international organizations, without consent from the ITE International Executive Director.

Section 6.3 – Names and contact information of all elected officers of the Section and the dates on which the terms of each begins and expires shall be reported in writing to the District Board and to ITE Headquarters within 30 days after election.

Section 6.4 – The Section Board shall submit a written annual report to the District Board each year. The report shall include a summary of the Section’s activities for the previous year.

Section 6.5 – The District and ITE will not be responsible for debts contracted by the Section. No dues will be required to be paid by the Section to ITE or the District.

Section 6.6 – The Section may charge annual dues as provided in the Section Bylaws. ITE shall bill all dues at the time of billing ITE dues, and upon collection, remit to the Section. Annual dues for Sections shall be levied so as to cover time periods identical to those covered by annual dues of ITE.

ARTICLE VII – AMENDMENT OF CHARTER

Section 7.1 – The Section’s elected officers will be notified in writing by the District Board of any proposed amendment to, or withdrawal of, this Charter so that the Section may have an opportunity for a hearing before the District Board concerning the proposed amendment or withdrawal. The amendment with or without change shall be submitted by the District Board to the IBOD for approval and shall become effective on the date determined by the District Board.

Section 7.2 – The Section may petition the District Board to amend this Charter or rescind withdrawal action. The District Board shall meet and act on the petition within six (6) months of its receipt. If the petition is approved, the District Board shall then petition the IBOD for approval of the proposed amendment. The IBOD shall act on this petition in the same manner as provided for amending the District Charter. Amendments to the Section Charter initiated by petition from the Section shall become effective upon approval by the District Board, then by the IBOD.

Utah Section Bylaws

ARTICLE I – NAME AND PURPOSE

Section 1.1 – As granted and chartered by the Institute of Transportation Engineers, Inc., hereinafter referred to as “ITE,” Mountain District, hereinafter referred to as the “District,” the name of this organization shall be Utah Section, hereinafter referred to as the “Section”.

Section 1.2 – The mission and purpose of this Section shall be to:

  • Support the overall goals and objectives of ITE;
  • Support District activities and coordinate with the District in carrying out the Section mission and purpose;
  • Financially support and coordinate with Chapters within the Section,
  • Foster closer association of ITE members;
  • Encourage members to share knowledge;
  • Consider local transportation issues;
  • Collaborate with other local transportation professionals on matters of common interest;
  • Present points of view consistent with established ITE policies; and
  • Support and mentor students and student chapters within the Section.

 

The Section shall be exclusively administered and operated to receive, administer, and expend funds for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.

Section 1.3 – The Section logo shall be developed by the Section Board, following guidance in the “ITE Logos and Specifications.” The authorized use of the ITE International logo shall be determined by ITE’s Executive Director.

Section 1.4 – This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized for public purposes.

ARTICLE II – MEMBERSHIP

Section 2.1 – Any ITE member who resides within the geographic area designated for the Section in its Charter with ITE, and who is in good standing with ITE, shall be a member of the Section. Throughout these Bylaws, the term “resides” refers to the individual’s preferred ITE mailing address, at home, place of business, or educational institution.

Section 2.2 – Any ITE member who does not reside within the Section area may join the Section upon payment of the appropriate dues to ITE.

Section 2.3 – Section members shall be entitled to all the privileges of the Section except that Student Members may not vote or hold elective office in the Section.

Section 2.4 – Any Section member whose ITE membership has been forfeited shall also forfeit membership
in the Section. Any Section member who is placed on inactive status by ITE shall also be placed on inactive
status by the Section Board. Members will be reinstated to membership in the Section only if reinstated
to membership in ITE.

ARTICLE III – DUES AND ASSESSMENTS

Section 3.1 – Annual Section dues shall be established by the Section Board and shall be billed by ITE at the time of billing ITE dues. At least 120 days prior to the beginning of ITE’s fiscal year, the Section shall notify ITE Headquarters of the amount established for Section dues for the following fiscal year.

Section 3.2 – The Section Board may not increase annual Section dues by more than 20 percent in any year without a vote of the Section voting membership following the procedures as specified in Article X – Amendments.

Section 3.3 – Special assessments proposed by the Section Board may not be applied without a vote of the Section voting membership following the procedures as specified in Article X – Amendments.

Section 3.4 – Any member whose dues are more than three months in arrears to ITE shall lose the right to vote. If dues become one year in arrears and their membership is terminated by ITE, by extension their membership to the Section is also terminated. Restoration of membership in the Section is contingent upon the clearing of arrears and reinstatement of membership by ITE.

Section 3.5 – All Honorary and Student Members of ITE shall not be subject to Section dues.

ARTICLE IV – OFFICERS AND BOARD

Section 4.1 – The elective officers of the Section shall be: President, Vice President, Secretary, and Treasurer. Officers shall be elected annually for a term of one year and shall take office January 1. No member shall occupy the same elective office of President, Vice President, Secretary, or Treasurer for more than two consecutive terms.

Section 4.2 – The voting members of the Section Board shall consist of the Elective Officers of the Section described in Section 4.1, the Past President and Section Representative to the District Board. All members of the Section Board must be voting members of the Section. No member shall occupy simultaneously more than one office on the Section Board and no member shall occupy the same elective office for more than two consecutive terms.

Section 4.3 – One Representative from the Section shall serve on the District Board. This Section Representative must be a voting member of their respective Section Board. Each Section Representative’s term of office shall be for a period of two years.

Section 4.4 – The Section shall elect Section Representatives to serve on the District Board in a manner as described in Article V – Nomination and Election of Officers.

Section 4.5 – In the event of a vacancy occurring in the office of Section President, the unexpired term shall be filled by the Vice President. In the event of a vacancy occurring in any other elective office as per Section 4.1, the Section Board, at its discretion, may appoint a Board Member to fill the unexpired term and/or choose to temporarily assign the respective duties of the vacant position among the remaining elected Section Board members, or appoint a member who was previously elected to the Section Board to the position. If a vacancy occurs in the office of Past President, the Past President whose term has most recently expired and who remains a member of the Section may fill the unexpired term. In the event of a vacancy in the office of Section Representative, the Section Board shall appoint a member who was previously elected to the Section Board to serve as Section Representative until the next Section
election. However, if the Section fails to do so within 60 days, the District Board shall appoint a qualified member from the Section to serve out the unexpired term.

Section 4.6 – The Section Board shall report the names and contact information of its officers and the beginning and ending dates of their term of offices to the District Board within 30 days after their election or appointment.

ARTICLE V – NOMINATION AND ELECTION OF OFFICERS

Section 5.1 – The Section President shall appoint a Nominating Committee chaired by the immediate Past President of the Section.

Section 5.2 – The Nominating Committee shall nominate one or more qualified candidates for each office that is up for election. Written consent to serve in the office if elected, must be received from each person nominated.

Section 5.3 – Elections may be held by written ballot or electronically as prescribed in Article IX – Voting and Voter Eligibility, Section 9.2.

Section 5.4 – The timeline for the election of Officers and Representative shall be as follows:

Section 5.4.1 – The date of the end of balloting will be determined by the Section Board in all instances.

Section 5.4.2 – The Nominating Committee shall transmit its list of nominees and their written consent to serve to the Section President who shall immediately transmit it to the Section Board at least forty‐five (45) days prior to the end of balloting.

Section 5.4.3 – At least thirty (30) days before the end of balloting, the Section shall announce to the voting members of the Section a list of the candidates nominated by the Nominating Committee.

Section 5.4.4 – At least thirty (30) days before the end of balloting, the Section shall send to each eligible voter a final ballot or electronic message with instructions for voting.

Section 5.4.5 – The votes shall be tabulated within ten (10) days from the end of balloting. The Section Board shall be informed immediately, followed by notification to the candidates.

Section 5.5 – The candidate receiving the highest number of votes for each office shall be declared elected. In case of a tie vote, refer to Article IX – Voting and Voter Eligibility, Section 9.6.

Section 5.6 – Terms of the elective officers, as per Article IV – Officers and Board, Section 4.1, and Section Representatives shall begin on January 1 and expire on December 31.

ARTICLE VI – GOVERNMENT

Section 6.1 – The Section President shall preside at meetings of the Section and of the Section Board. In the absence of the President, the Vice President shall preside at meetings and discharge the President’s duties.

Section 6.2 – Official transaction of business at any Section Board meeting requires a quorum. A majority of the Section Board shall constitute a quorum. Once a quorum of the Section Board is established, the affirmative vote of a majority of the Section Board voting members in attendance shall be necessary to take any action. In case of a tie vote, the action is not approved.

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

Section 6.4 – The Section President, in concurrence with the Section Board, shall create committees and appoint chairs as may be desirable, with the approval of the Section Board.

Section 6.5 – The Section Board may establish a Section Administrator position. The Administrator shall have a voice at all meetings of the Section Board and should be included in all Board communications but be a non‐voting participant of the Board meetings.

Section 6.6 – The membership may, by petition to the Section Board, initiate a vote to determine if a Section officer shall be removed from office. The petition must include at least 20 percent of the eligible voters in the Section. Within 30 days after receipt of the petition by the Section Board, the following question shall be submitted to each voting member in the Section for vote by secret ballot: "Shall (Name) be removed from the office of (Office)?” Should the affirmative be carried by two‐thirds majority, and at least 25 percent of the eligible voters cast ballots, the office shall be declared vacant and the vacancy filled in the manner consistent with these Bylaws.

Section 6.7 – The membership may, by petition to the Section Board, initiate a vote to determine if any action of the Section Board shall be rescinded. The petition must include at least 20 percent of the eligible voters in the Section. Within 30 days after receipt of the petition by the Section Board, the petitioned action shall be immediately suspended. The Section Board must either rescind the disputed action or within 30 days the following question: "Should the following action of the Section Board be rescinded?” must be submitted to the Section membership for a vote. Should the positive carry a majority, and at least 25 percent of the eligible voters cast ballots, the Section Board action
will be rescinded.

Section 6.8 – The Section Board should establish and maintain a Section Procedures Manual for conducting the business of the Section. Such procedures should be in writing and should be contained in a manner available for viewing by members of the Section. Procedures may be established or modified by a majority vote of Section Board members. Section Procedures may not be in violation of the Bylaws. Once established, they should guide the actions of the Board and the Section as long as they are applicable.

ARTICLE VII – MEETINGS

Section 7.1 – There should be an organizational meeting of the Section Board to plan the new year’s administrative functions of the Section including development of line item budgets, preparation of a calendar of meetings, establishment of committee chairs and discussion of any initiatives or other pertinent matters necessary for the conduct of the Section.

Section 7.2 – Technology such as emails and/or telephone or video conference calls may be employed for transacting business and increasing participation of board members at all Section Board meetings.

Section 7.3 – The Section President may call unanticipated additional meetings of the Section Board, via conference call, as need dictates or upon receipt of a petition signed by the majority of the other members of the Section Board.

Section 7.4 – There shall be a minimum of two meetings of the Section each year, one of which shall be the Annual Business Meeting. The Section Board shall set the date, time and place of regular Section meetings.

Section 7.5 – Robert’s Rules of Order shall govern the conduct of Section Board meetings in all cases to which they are applicable and shall not be in conflict with ITE’s Constitution, other procedural rules of the Section Board, and these Bylaws.

ARTICLE VIII – SECTIONS AND CHAPTERS

Section 8.1 – The Section Board may issue Charters establishing Chapters within its area upon the written request of voting members residing in a proposed Chapter area. The Charter shall be in a form approved by the International Board of Direction. The Section Board may rescind any Charter in the manner provided in such Charter.

Section 8.2 – The Section shall financially support and coordinate with any Chapters established within its area.

Section 8.3 – The Section shall support and coordinate with any Student Chapters established within its area.

Section 8.4 – If the Charter for a Chapter is under consideration for revocation, the appropriate Chapter leadership must be notified in writing of the contemplated action a minimum of 30 days prior to the Section Board meeting in which the revocation of the Charter will be discussed. Chapter leadership has the right to appear in person before the Section Board to discuss the proposed revocation of the Charter. If a Charter is revoked, the revocation date is at the discretion of the Section Board.

ARTICLE IX – VOTING AND VOTER ELIGIBILITY

Section 9.1 – Any member of ITE in good standing, excluding student members, shall have voting privileges in the Section if they meet the requirements in Article II – Membership.

Section 9.2 – Voting for elective positions, increased dues when required, special assessments, amendments to these Bylaws, petitions to amend the Section Charter, and other matters so designated by the Section Board shall be by secret ballot. The exact methods, written or electronic, used to conduct elections including ensuring secrecy and validation of votes shall be as prescribed and approved by the Section Board.

Section 9.3 – The timelines for voting shall be as indicated in Article V – Nominations and Elections of Officers and Article X – Amendments of these Bylaws.

Section 9.4 – The Section President shall appoint a Tellers Committee.

Section 9.5 – Final ballots returned by eligible voters to the designee of the President or the tabulated electronic results shall be reviewed by the Tellers Committee. The Tellers Committee shall report the results to the Section President.

Section 9.6 – Except as stated elsewhere within these Bylaws, the candidate, resolution, or petition receiving the highest number of votes, through a membership vote, shall be declared elected or approved. In case of a tie vote, the Section Board shall make the final decision. In the case of a tied election, the outgoing Section Board, excluding any Board member who is a candidate for the position subject to a tie vote, shall select one of the candidates. In the case of amendments, increasing dues by more than the maximum specified in Article III – Dues and Assessments, Section 3.2 or special assessments, the adoption provisions of Article X – Amendments shall apply.

ARTICLE X – AMENDMENTS

Section 10.1 – Proposals to amend these Bylaws, increase the dues by more than the maximum specified in Article III – Dues and Assessments, Section 3.2, or apply special assessments may be made by resolution of the Section Board or written petition of at least five percent of the voting members of the Section.

Section 10.2 – Bylaws of the Section may be amended after adoption by an affirmative vote of two thirds of the Section Board. Amendments to the Bylaws must be approved by the District after adoption and shall take effect in accordance with the Section Charter. At the Section Board’s discretion, the amendment can instead be put up to the full membership for a vote according to the procedures outlined in Section 10.3.

Section 10.3 – Any proposal to increase Section dues by more than the maximum specified in Article III – Dues and Assessments, Section 3.2 or apply special assessments must be submitted to the voting membership and shall be on the agenda of the next succeeding Section Meeting occurring not less than 30 days subsequently. Such proposals may be amended by majority vote of the members present at the meeting in any manner pertinent to the original proposal. The proposal, in form as amended, shall be submitted within 30 days after the meeting to the qualified voters and voted upon not less than 30 no more than 45 days after the meeting. An affirmative vote of two thirds of all ballots cast by qualified voters shall be necessary for the adoption of such proposals.