DAKOTAS CHAPTER 72
INTERNATIONAL RIGHT OF WAY ASSOCIATION
ARTICLE I – GENERAL
Section 1. The name of this Chapter shall be known as DAKOTAS CHAPTER 72, hereinafter referred to as Chapter.
Section 2. This Chapter is a chapter of the International Right of Way Association, hereinafter
referred to as the IRWA, a corporation formed under the laws of the State of California and all
rights and powers are subject to the laws of said State, the Articles of Incorporation of the IRWA,
and the Bylaws, Rules, Regulations of the IRWA, including the requirements that the bylaws and
amendments are not effective until their approval by the International Executive Committee of the
IRWA or its designee.
Section 3. Each member of the Chapter must conduct himself or herself in such a manner as to
reflect the honesty and the integrity of the IRWA and is bound by the Code of Ethics of the IRWA. A
member may be suspended or expelled from the Chapter and from the IRWA on such grounds and in the manner provided for in the International Bylaws, Rules and Regulations of the IRWA.
Section 4. The IRWA is a non-political, non-partisan, and non-sectarian Association and no member shall present himself or herself as a representative of the IRWA in respect to any political or public activity without the specific approval of the International Executive Committee. In any
presentation wherein a member is in any way identified as a member of the IRWA, the member shall indicate the opinions expressed represent only private opinions and are not intended to reflect policy positions of the IRWA or the Chapter.
Section 5. The IRWA International Governing Council has approved the usage of the following
titles and/or expressions; “Member, International Right-of-Way Association” or “Member, IRWA”;
Certified Member, International Right-of-Way Association” or “Certified Member, IRWA”; or “Senior
Member, International Right-of-Way Association” or “SR/WA”; or any other expressions as may be
approved from time to time by said International Governing Council, as the case may be, on any
individual letterhead, cards, and in other professional forms. This amendment referred hereto shall take effect as of July 1, 2011.
ARTICLE II – MEMBERSHIP
Section 1. The classes of membership in the Chapter and the requirements for such membership shall be those established in the International Bylaws of the IRWA.
ARTICLE III – MEETINGS
Section 1. Regular meetings of the Chapter shall be held at the time and place designated by the
President. Regular meetings shall be held at least four (4) times each fiscal year. A scheduled
regular meeting, except the Annual Meeting, may be postponed by the President with the concurrence of a majority of the Chapter Executive Board.
Section 2. An Annual Meeting of the members of the Chapter shall be held prior to the fifteenth
(15th) day of May of each fiscal year. Annual reports of all Officers and Committees shall be
presented at that time. Chapter Officers, including International Directors, shall be elected at
this meeting and such other business as may be presented may be conducted.
Section 3. Special meetings may be called at any time by the President and shall be called upon
receipt of written or electronic messages from at least four (4) members of the Chapter Executive
Board or by ten (10) active members of the Chapter.
Section 4. Notice of all meetings shall be given to the active members in written or electronic
form at least seven (7) days prior to the meeting.
Section 5. Ten (10) members of the active Chapter membership, two (2) of which shall be Officers, shall constitute a quorum.
ARTICLE IV – OFFICERS
Section 1. The Officers of the Chapter shall be: President, President-Elect, Vice-President,
Secretary, and Treasurer, together with such other officers as may be appointed by the President
with concurrence by a majority of the Executive Board. In addition to the Officers listed above, there shall be elected each fiscal year from the active membership of the Chapter a member to serve as a Director of the International Board of Directors of the International Right of Way Association. Said International Director shall be elected for a two (2) year term so as to comply with the International Bylaws provided for two (2) Directors from each Chapter.
Section 2. Except for the President, who succeeds to the office from the elected position of
President-Elect, and Officers appointed by the President as provided in Section 1, of this Article,
all Officers shall be elected by ballot from the active members of the Chapter; Officers so elected
and appointed shall serve for two (2) years beginning July 1st of the administrative year or until
their successors are duly elected or appointed and installed.
Section 3. In the event that the Office of the International Director shall become vacant, the
Chapter shall, at the next regular meeting following the date of the vacancy, elect a new Director
from the membership of said Chapter to serve the remainder of the Director’s term. If the
Chapter fails to elect a new Director and to certify such election to the International Secretary
prior to the next meeting of the International Board of Directors, the International Board, by a
majority vote of those members in attendance, shall elect a Director from the membership of the
Chapter present at the International Board of Directors meeting who shall hold office for the
In the event that the Office of the President shall become vacant, the President- Elect shall immediately succeed to the Office to perform the duties of said office for the remainder of said office term. In the event of a vacancy in any other office, except the offices of President-Elect,
Vice-President, or International Director, said office shall be filled by the President from the
active members of the Chapter with the concurrence of a majority of the members of the Chapter
Section 4. No Officer may be elected to the same office until two (2) years have lapsed following
the end of the term to which they were elected; provided, however, that this limitation shall not
apply to the Office of the Secretary, Treasurer or International Director.
Section 5. The duties of the Offices of said Chapter shall be set forth as follows:
A. International Directors. The International Directors shall act as liaisons between the
International and Chapter structures of the IRWA working in close cooperation with the Regional Chair and Regional Vice-Chair. They shall inform the Chapter Executive Board of all actions and activities occurring at the meetings of the International Board of Directors and of such other matters as may come to their attention.
B. President. The President shall be the Chief Executive Officer of the Chapter and ex- officio member of all committees and shall, subject to the control of the Chapter Executive Board, have general supervision, direction and control of the business and officers of the Chapter. The President shall preside at all meetings of the Chapter and of the Chapter Executive Board, and shall have the general powers and duties as may be prescribed by the Bylaws of the IRWA, the Chapter, or the Chapter Executive Board.
C. President-Elect. The President-Elect shall have the general powers and duties of a
President-Elect; shall act as the President in the event of the absence or disability of the
President; shall advise and assist the President when called upon to do so; and shall perform such other duties as may be required by the Chapter Executive Board. In the event that the office of the President becomes vacant, the President-Elect shall become President.
D. Vice-President. The Vice-President shall be Marketing and Communications Chair and shall be in charge of the Marketing and Communications Committee and its activities. The Vice-President may also designate an active member of the Chapter to assume the activities of Marketing and Communications Chair. In the event that the office of the Vice-President becomes vacant, the office shall be filled by the election of a new Vice-President at the next regular Chapter meeting.
E. Secretary. The Secretary shall keep a book of minutes of all of the meetings of the Chapter and the Executive Board, shall carry on all correspondence of the Chapter and shall perform such duties as may be required by the Executive Board.
F. Treasurer. The Treasurer shall receive all funds of the Chapter and keep a proper record thereof, shall deposit them in a convenient responsible bank, and shall disburse them only upon receipt of proper authority from the Chapter Executive Board. The Treasurer shall provide financial reports as required by the IRWA Headquarters and shall make appropriate tax statements and payments in a timely fashion. The Treasurer shall perform such other duties as are delegated to that officer by the Chapter's Executive Board.
ARTICLE V – EXECUTIVE BOARD AND COMMITTEES
Section 1. Executive Board. The elected Chapter Officers, International Directors, immediate
Past-President, and the Committee Chairs shall constitute the Executive Board of the Chapter. The
Executive Board shall have the power and duty to conduct and direct all the business affairs of the
Section 2. Committees. There shall be in the Chapter certain standing committees as provided for in this Article. Unless specifically provided otherwise herein, the Chair and members
of each standing committee shall be appointed by the President immediately after taking office.
They shall be appointed from the active members of the Chapter. The President, or in the event of
the absence or by disability of said President, the President-Elect shall be an ex-officio member
of each standing committee.
Section 3. Committee on Nominations and Elections. A Committee for the Nominations and
Elections shall be appointed by the President no later than the next regular Chapter meeting
following the Annual Elections Meeting and shall consist of a Chair and at least three (3) Chapter
members. This Committee shall present and recommend a slate of officer candidates to the membership for their consideration no later than the last regular Chapter meeting for the fiscal year.
Section 4. Professional Development Committee. The Professional Development Committee shall consist of three (3) Chapter members each of whom shall be elected or appointed for a three (3) year term. The Chair of this Committee must have attained the designation of SR/WA, and the other members of the Committee, if not designated as SR/WA, should be an SR/WA Candidate or possess an IRWA Discipline Certification whenever possible. At the first election following the establishment of the Committee, one member shall serve for one (1) year, one member shall serve for two (2) years, and the third member shall serve for a full three (3) year term.
Section 5. Education Committee. The Education Committee shall consist of either three (3) or
a multiple of three (3) Chapter members each to be appointed by the President. The members shall serve a three (3) year term provided, however, that in the establishment of this Committee, one member shall serve one (1) year, one member shall serve two (2) years, and the third member shall serve three (3) years.
Section 6. Standing Committees. There may be such other Standing Committees as the
Executive Board shall from time to time determine to be necessary provided, however, that there
shall be established in the Chapter, committees corresponding to those certain International
Committees designated for Chapter counterparts by the International Board of Directors or the
International Executive Committee.
ARTICLE VI – DUES
Section 1. Annual dues of the active members of the Chapter shall be such sum as is provided by the International Bylaws of the IRWA as and for the annual per capita assessment plus the sum for Chapter dues which may from time to time be established by the Chapter Executive Board.
Section 2. In addition to the dues required herein, all applications for new membership shall be
accompanied by an application fee which may be established by the International Executive
Section 3. Annual dues of Associate Members of the Chapter shall be an amount which may be
established by the Chapter Executive Board.
Section 4. Annual dues of Retired Members of the Chapter shall be equal to the annual subscription of the Right of Way magazine plus a small fee established by the Chapter Executive Board; however, Retired Member fees may be waived by the Board.
ARTICLE VII – RULES OF ORDER
Except as otherwise specifically provided for in these Bylaws, Roberts Rules of Order are hereby
adopted as the rules for the procedures and conduct of all meetings of the Chapter, the Chapter
Executive Board, and the various Committees.
ARTICLE VIII – AMENDMENTS
These Bylaws may be repealed, amended or new Bylaws adopted at any regular meeting of said
Chapter by an affirmative two-thirds (2/3) vote of the active members present after the same has
been sent by mail or electronic transmission to the active members of said Chapter at least ten
(10) days prior to the meeting. Said action by the Chapter shall not become effective until
approved by the International Executive Committee or its designee.
Approved and Dated this 13 day of August , 2012
John D. Boheman SR/WA R/W-NAC Eric Finn, Esq.
2011-2014 President International General Counsel
Dakotas Chapter 72
International Right of Way Association
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