AMERICAN PUBLIC WORKS ASSOCIATION
MISSOURI CHAPTER
BYLAWS
The Official Copy of the Bylaws of the Missouri Chapter of the American Public Works Association is on file at the office of the Chapter’s Secretary and at the American
Public Works Association .
ARTICLE I –
NAME AND JURISDICTION
SECTION 1. The name of the organization shall be the Missouri Chapter, hereinafter called the Chapter, of the American Public Works Association, and hereinafter called APWA. The territory included within the jurisdiction of this Chapter shall be the State of Missouri, excluding the counties of Platte, Clay, Jackson and Cass.
ARTICLE II – MISSION AND PURPOSE
SECTION 1. The purposes of this Chapter are to cause and share with our community, the advancement of the theory and practice of the design, construction, maintenance, administration and operation of public works facilities and services; the dissemination of
information and experiences; the promotion of improved practices in public works administration; the expectation that all member public works officials will adhere to high professional and ethical standards; and the professional and social improvement of its members, as set forth in the “Rules Governing Chapters of the American Public Works Association.”
SECTION 2. The Chapter shall engage in a program of activities designed to further the purposes of APWA within its jurisdiction including, but not limited to, the scheduling of regular meetings of its membership.
SECTION 3. The Chapter is not organized for profit, and earnings shall not directly benefit any Chapter member or Officer except as compensation for services rendered, for reimbursement of necessary expenses actually incurred or payment of awarded scholarships to branch or chapter officers for the advancement of education and/or their career in the Public Works field.
ARTICLE III – MEMBERSHIP
SECTION 1. Members of APWA residing in the Missouri Chapter territory specified in Article I, Section 1, shall be members of the Chapter and shall hold the same type of Membership in the
Chapter that they hold in APWA. Members of APWA residing outside the Missouri Chapter territory specified in Article I, Section 1, may elect to be members of the Missouri Chapter and
shall hold the same type of membership in this Chapter that they hold in APWA but shall be a member of only one Chapter. Members of APWA residing in the Missouri Chapter territory as
described in Article I, Section 1, may elect to be a member of a Chapter other than the Missouri Chapter but shall be a member of only one Chapter.
SECTION 2. Criteria for and grades of membership shall be as prescribed by the Bylaws of the American Public Works Association.
ARTICLE IV – FISCAL AND ADMINISTRATIVE YEARS
SECTION 1. The fiscal year of the Chapter shall be from July 1 to June 30.
SECTION 2. The administrative year of the Chapter shall be from January 1 to December 31.
ARTICLE V – EXECUTIVE COMMITTEE
SECTION 1. The governing body of the Chapter shall be the Executive Committee consisting of:
a. The Officers of the Chapter.
b. The Chapter Directors.
c. The President or his/her designee of each Chapter Branch.
d. The Chapter Delegate.
e. The Chapter Alternate Delegate.
SECTION 2. No person shall be nominated, elected, or allowed to serve on the Executive Committee unless t h e y hold current membership in APWA.
SECTION 3. In the event of a vacancy on the Executive Committee the remaining members of the Executive Committee shall have the power to appoint a Chapter member to fill the unexpired
term of office. A recommendation for a replacement shall be made by the President and voted on by the Executive Committee at a meeting in accordance with Article IX, Section 3.
SECTION 4. The Executive Committee shall manage all the affairs of the Chapter in accordance with the rules and regulations of the B o a r d of Directors of APWA and the “ Rules Governing
Chapters of the A m e r i c a n Public Works Association.”
SECTION 5. The Executive Committee shall have the power to contract with an individual or firm to provide administrative or other services and whose duties and compensation shall be as specified by the Executive Committee in an approved and executed contract that shall have been previously approved by APWA.
SECTION 6. Provided a quorum as defined in Article X is present, an affirmative vote of a simple majority of the Executive Committee members present at any regular or duly called meeting shall be required to pass any motion consistent with this or any other provision of the Chapter Bylaws unless otherwise provided in these Bylaws.
SECTION 7. Should a motion that has been previously debated at a meeting of the Executive Committee where no action was taken or a motion that has not been previously debated arise requiring immediate action, the President can put the motion to a vote by means of electronic balloting as addressed in the Rules Governing Chapters of the American Public Works Association.
SECTION 8. The Secretary / Junior Treasurer shall record, as a part of the minutes of the Executive Committee meeting immediately following the voting, the means and results of the voting and the names of all Executive Committee members participating.
ARTICLE VI – OFFICERS AND DIRECTORS
SECTION 1. The Chapter shall have as its Officers, a President, a Vice President, a Treasurer, a Secretary/Junior Treasurer, and the Immediate Past President. These offices will be in a five
the (5) year progressive advancement starting with the Secretary/Junior Treasurer and in the 5 year ending the commitment as Past President. The Chapter shall have Six (6) Chapter Directors.
SECTION 2. The President shall be the Chief Elected Officer of the Chapter and shall serve a term of one (1) year. They shall preside at all Chapter and Executive Committee meetings and
shall chair the Executive Committee. They shall issue the call for regular or special Executive Committee meetings. They shall be an ex-officio member of each Standing Committee. They
shall see that these Committees function and shall cooperate with the Committee Chairs to that end. They shall perform such other duties as may from time to time be assigned to him/her by
the Executive Committee.
SECTION 3. The Vice President, who shall have previously served as an Officer or Director, shall be elected annually to serve a term of one year and shall perform such duties as assigned by
the President or the Executive Committee. The Vice President shall act for the President in their absence or, in case of the inability of the President to perform the duties of the President, as
determined by the Executive Committee.
SECTION 4 . The Treasurer shall be elected annually to serve a minimum term of one year and shall have custody of the funds, securities, and other valuable effects in the name of and to the
credit of the Chapter. The Treasurer shall receive all monies due the Chapter, depositing them in a bank or in other safe and secure investments approved by the Executive Committee, all of
which shall be in the name of the Chapter. All checks and vouchers must be signed by the Treasurer. The Treasurer shall prepare and submit financial reports monthly to the Executive
Committee and shall prepare necessary documents to be reviewed by the Chapter Audit Committee. The Treasurer shall prepare and submit to APWA such reports as may be required.
At the expiration of the Treasurer’s term of office, the Treasurer shall turn over to his/her successor all books, papers, money, securities, and other valuable effects belonging to the Chapter, taking
a receipt therefore from the successor.
SECTION 5. The Secretary/Junior Treasurer shall be elected annually to serve a term of one year and shall keep all records and correspondence of the Chapter. The Secretary / Junior
Treasurer s hall prepare a written record of the proceedings of the Executive Committee and any formal proceedings of the Chapter. The Secretary/Junior Treasurer shall prepare and
submit to APWA such reports as may be required. The Secretary/Junior Treasurer shall work with the Treasurer to familiarize them with the financial duties and responsibilities of the
Treasurer to assure a seamless transition of duties the following year. At the expiration of the term of office, the Secretary/Junior Treasurer shall turn over to their successor, all books, records,
papers, executed contracts, documents, or other property of the Chapter in their custody.
SECTION 6. The Chapter’s representative to the APWA Council of Chapters, hereinafter called the Chapter Delegate, shall be appointed by the Executive Committee to serve for a minimum of a
three (3) year term and shall represent the Chapter to that body, attending regional and annual meetings of the Council of Chapters, bringing Chapter concerns t o t heir attention, and informing
the Chapter of Council of Chapters’ activities. The Chapter Delegate shall prepare and submit to APWA such reports as may be required An Alternate Chapter Delegate may be appointed annually by the Executive Committee to serve for the current administrative year and shall act for and on behalf of the Chapter Delegate in the event of the Chapter Delegate’s absence
or inability to perform the duties of this position as determined by the Executive Committee. The President shall notify the APWA Executive Director and the APWA Regional Director of
the Chapter’s representatives on or before December 31 of each year. A member serving as Chapter Delegate and the Alternate Delegate may be reappointed by the Executive Committee.
SECTION 7. Six (6) members of the Chapter shall be elected to serve as Chapter Directors, elected by vote of the membership and shall be members of the Executive Committee to provide direction to the Chapter. Each Director shall serve a two (2) year term and at least one (1) shall have been a director the previous year as to provide for continuity of direction. Each Director shall attend Chapter and Executive Committee meetings and shall be prepared to present progress reports of any assignments. Each Director shall be responsible
for either serving as a chair of a Chapter standing committee or recommending appointment of another Chapter member to serve as the Chapter standing committee chair. The Director shall
oversee each Chapter standing committee and the corresponding Branch committee activities.
SECTION 8. The most recent Past President holding current membership in the Chapter shall be an ex-officio member of the Executive Committee with voting privileges and shall serve in
an advisory capacity to the President and the Executive Committee. It shall be the duty of the Past President to preside at meetings o f t h e Chapter and the Executive Committee in the
absence of the President and Vice President. The Past President shall also chair the nominating committee, the strategic planning committee and past presidents advisory committee. They shall
coordinate the preparation and submittal of the PACE Award Application to APWA.
SECTION 9. All Chapter Officers, except as otherwise provided, shall serve for one (1) year or until their successors are elected and installed. The terms of office shall begin as specified in
Article XIII, Section 3, of these by-laws.
SECTION 10. In case of the inability or neglect in performance of duty by any Officer or Directors of the Chapter as determined by the Executive Committee, the Executive Committee shall have the power by a two-thirds vote of its members to declare the office vacant and shall fill the vacancy as provided in
Article V, Section 3.
ARTICLE VII – COMMITTEES
SECTION 1. Standing Committees and/or Special Committees will be designated by the President to encompass the subject areas including but not limited to those listed below:
Standing Committees (chaired by Director)
a. Membership & Member Services
b. Continuing Education and Training
c. Awards & Historical
d. Advocacy & Outreach
e. Special Events & Activities
f. Communications
Special Committees
a. Young Professionals
b. Strategic Planning
c. Audit
d. Nominating (chaired by most recent Past President)
e. Pas t Pres idents Advisory
SECTION 2. The chair of each standing committee shall be either the Chapter Director elected to that position or a chapter member recommended by the Chapter Director for appointment by the President to serve as the chair of the Chapter standing committee. Each chair shall select committee members for his or her
committee with the understanding of following the Strategic Plan for succession of committee members.
SECTION 3. Each s t a n d i n g c o m m i t t e e shall r e p o r t to the Executive Committee its activities quarterly or more frequently if d i r e c t e d b y t h e President or the Executive Committee.
SECTION 4. The President may appoint, within the administrative year, other special committees as may be desirable for the conduct of the business of the Chapter.
SECTION 5. No committee shall obligate the Chapter or issue a public proclamation or policy news release without specific authorization from the Executive Committee.
SECTION 6. Committees exist for the purpose of implementing the mission, vision, and goals of the Chapter and APWA. While it is expected that the leadership and membership of such
committees will be m e m b e r s of t h e Chapter, the inclusion of non-members in s o m e circumstances may be a p p r o p r i at e . However, the effective control of the committee shall be
retained by the Chapter Director with on-going communication with the committee chair.
ARTICLE VIII – AUDIT COMMITTEE
SECTION 1. The President shall annually appoint an Audit Committee consisting of at least three Chapter members who shall examine the financial records and books of the Chapter.
Chapter members may not serve on the Audit Committee if they possessed a Chapter Debit Card, or had signatory rights to the Chapter’s bank or investment accounts for the reporting
period being audited. The audit shall be completed within 60 days of the end of the fiscal year.
SECTION 2. All members having custody or control of Chapter funds at any time during the reporting period are expected to cooperate fully with the Audit Committee.
SECTION 3. The duties of the Audit Committee include examination of the Chapter’s financial records in order to verify the assets, liabilities, net assets and cash flows (revenues
and expenses) of the Chapter for the Association’s accounting period. The Audit Committee must adhere to the policies and procedures outlined in the Rules Governing Chapters of the
American Public Works Association.
SECTION 4. Financial records of the Chapter’s Branch(s) (if applicable) are to be included in the examination performed by the Chapter Audit Committee unless the Branch Bylaws call for the formation of a Branch Audit Committee separate from that of the Chapter.
ARTICLE IX – MEETINGS
SECTION 1. The Annual Meeting of the Chapter, for the purpose of electing and/or installing the newly elected Officers and Directors, shall be held not later than November 30 of each year, the
date and place of which shall be determined by the Executive Committee. Other General Membership Meetings for the transaction of business of the Chapter may be called by the President
upon the President’s own volition, upon request by the Executive Committee, or upon the written request o f f i f t e e n ( 15) members in good standing of the Chapter. The membership shall be
notified at least two (2) weeks in advance of the date and place of the Annual Meeting and of any other General Membership Meetings.
SECTION 2. The Executive Committee shall meet at least f o u r ( 4 ) times during the administrative year. Special meetings of the Executive Committee shall be held at the call of the
President or at the written request of a majority of the members of the Executive Committee.
SECTION 3. Meetings of the Executive Committee may be conducted in person, by means of a telephone, video conference call, e-mail or in any combination thereof as a means of conducting a
vote and provided such meetings are in accordance with all other provisions of these Bylaws and the statutes of the State of M i s s o u r i .
SECTION 4. The Secretary/Junior Treasurer shall formally notify each member of the Executive Committee at least two (2) weeks prior to the scheduled date of a regular meeting of the
Executive Committee. An agenda and copy of each report and/or resolution, or other actions to be considered at such meeting, shall accompany the notice of the meeting and no changes to
the agenda shall be considered at such meeting without the consent of the majority of the members of the Executive Committee in attendance.
SECTION 5. The Secretary/Junior Treasurer shall formally notify each member of the Executive Committee at least five (5) days prior to the scheduled date of a special meeting of the
Executive Committee. An agenda and copy of each report and/or resolution, or other action to be considered at such meeting to be submitted to the Secretary/Junior Treasurer prior to the
scheduled meeting and be made available by the reporting officer with no other matters shall be considered at such meeting.
ARTICLE X –
QUORUM
SECTION 1. A simple majority of the voting members shall constitute a quorum at all Executive Committee meetings.
SECTION 2. For General Membership meetings of the Chapter involving a formal business agenda, ten (10%) percent of the membership, of whom no more than one-half shall be members
of the Executive Committee, shall constitute a quorum for the transaction of business. The President has the responsibility and authority to constitute whether a general membership
meeting attendance complies with the parameters outlined above and will determine such prior to be commencement of the meeting.
ARTICLE XI – DUES
SECTION 1. The Executive Committee may establish Chapter dues for its members in accordance with the “Rules Governing Chapters of the American Public Works Association”.
SECTION 2. All dues are payable to APWA annually in advance. Non-payment of dues for a period of ninety (90) days shall be treated as equivalent to resignation. Such members shall
not again be eligible for membership until all arrears have been paid in full.
SECTION 3. Any individual who has been an Individual or Associate member continuously for a period of thirty (30) years shall become a Life member. Any individual who has been an Individual or Associate member continuously for a period of twenty (20) years and has reached seventy (70) years of age or has retired from active employment of any classification is received, and reached the age of sixty-five (65) shall be eligible for Life membership. Any individual member with any classification who has been a member continuously for a period of at least ten (10) years may be designated a Life member by special action of the Board of Directors in recognition of outstanding service to the Association.
ARTICLE XII – BRANCHES
SECTION 1. Branches of the Missouri Chapter may be formed in accordance with the procedures set forth in the “Rules Governing Chapters of the American Public Works Association,” by
groups of members representing a region within the territorial limits of the Missouri Chapter for the purpose of furthering the mission, vision, goals, and objectives of the Missouri Chapter.
SECTION 2. Any group of ten (10) or more members of the Chapter may petition the Executive Committee to form a branch within the C hapter. The Executive Committee may authorize
upon approval by the APWA Board of Directors the establishment of such branches by adopting a resolution which provides for its name, jurisdiction, approval of branch by-laws, method
of conducting affairs, submission of periodic reports and the appointment of a temporary committee to arrange for an organizational meeting of the branch.
SECTION 3. The officers and all members of the branch shall be current members of APWA.
ARTICLE XIII – ELECTION OF OFFICERS
SECTION 1. The President shall appoint a Nominating Committee of three (3) members, one of whom shall be the most recent available Past President having current membership in the
Chapter and who shall serve as Chair of the Nominating Committee. If a Past President is unable to serve as Chair of the Nominating Committee, then the President should appoint a past
member of the Executive Committee as Chair of the Nominating Committee. The Nominating Committee shall report the names of the nominees for each office standing el ection to the
Executive Committee a minimum of thirty (30) days prior to the date of the election or distribution of ballots as established by the Executive Committee. One or more nominations
shall be made by the Nominating Committee for each office. No persons serving on the Nominating Committee shall be eligible for nomination except by written declaration presented
to the Nominating Committee.
SECTION 2. The Executive Committee shall prescribe the form of ballot, schedule and other details of the election procedure. The annual election shall be held at a time and place of the
annual meeting or in the case of electronic balloting, the results of the election shall be declared at the annual meeting. Additional nominations may be made by members from the floor of
the meeting. Should ballots be distributed to members by mail or electronic means, additional nominations will be accepted by written declaration submitted to the Chair of the Nominating
Committee by the agreed upon date established by the Executive Committee.
SECTION 3. Newly elected Officers and Directors shall assume office at the beginning of the administrative year with the V i c e President elected the previous year becoming President”.
SECTION 4. In the event of extraordinary and extenuating circumstances, the Executive Committee shall have the power to declare the term of office of any or all Chapter Officers and
Directors extended for one full term.
ARTICLE XIV – DISSOLUTION OF
THE CHAPTER
SECTION 1. When and when directed by the APWA Board of Directors, the necessary Chapter may be dissolved. In the event of the dissolution or final liquidation of the chapter, after all
liabilities and obligations have been paid, satisfied and discharged, or adequate provision made therefore, all remaining property and assets of the chapter shall be conveyed, assigned
and transferred to APWA to administer according to the by-laws of APWA, with the following exception: Funds held by the Chapter in a scholarship fund as defined by the IRS in Code Section 501(c)(3) may, at the discretion of the Chapter, be moved to another 501(c)(3) scholarship fund of the Chapter’s choice.
ARTICLE XV – PARLIAMENTARY AUTHORITY
SECTION 1. The order of business at meetings of the Executive Committee or of the Chapter membership shall be determined by the President.
SECTION 2. The rules of procedure contained in Robert’s Rules of Order, Newly Revised, shall govern meetings of the members of the Chapter so far as they are applicable and when not
inconsistent with these by-laws.
ARTICLE XVI – AMENDMENTS
SECTION 1. Amendments to these by-laws may be proposed by initiatory petition submitted to the Executive Committee in writing and signed by not less than fifteen (15) Chapter members or by
resolution of the Executive Committee. Proposed amendments submitted to the Executive Committee by petition shall be acted upon by the Executive Committee within six (6) months
of receipt. Proposed amendments, if approved by the Executive Committee, shall be presented by the Executive Committee to APWA.
SECTION 2. Proposed amendments submitted to the Executive Committee and not approved by the Executive Committee shall be promptly returned by the Executive Committee to the
petitioners with a letter of explanation requesting that the proposed amendments be modified and resubmitted to the Executive Committee. If the proposed amendment is resubmitted in
writing and signed by a simple majority of the original petitioners, the Executive Committee shall immediately present the proposed amendments to APWA for approval with or without
approval of the Executive Committee.
SECTION 3. Upon approval of the proposed amendments by APWA, the Executive Committee shall, within one (1) year of the approval of the proposed amendments by APWA, present the proposed amendments to the Chapter membership for approval at a meeting or by letter/electronic ballot as may be determined by the Executive Committee provided that the membership has been given a minimum of three (3) weeks to submit ballots. An affirmative vote of two-thirds of the qualified votes cast shall be necessary for the adoption of a proposed amendment.
SECTION 4. These bylaws and such amendments as may be made from time to time shall become effective upon approval by APWA and adoption by the Chapter in the manner prescribed in this article.
SECTION 5. The Executive Committee should conduct a review of the Chapter’s bylaws for completeness and applicability at least once every three (3) years. Non-amending revisions, if necessary, shall be presented to the chapter membership at the annual meeting for approval by a simple majority. Furthermore the Chapter should report in writing to APWA compliance with the approved bylaws or submit proposed bylaw changes for APWA approval and adoption by the Chapter.
CERTIFICATION OF BY-LAWS
These by-laws were [ ] adopted [ ] amended [ ] revised by members of Missouri Chapter at a duly called meeting in Missouri with a quorum present as prescribed by chapter by-laws.
The minutes of this meeting are on file with the Chapter Secretary/Junior Treasurer and APWA.
