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BYLAWS of
the CHAPTER
I - GENERAL PROVISIONS Section 1. Organization. These rules and regulations shall regulate and govern the affairs of the Wyoming Planning Association, hereinafter referred to as the Association. Section 2. Authority. These rules and regulations for the Wyoming Planning Association were promulgated under the provisions of Wyoming Statutes Annotated, 1977 Republished Edition, Title 17, Chapter 6, Sections 101 to 117. Section 3. Adoption. These rules and regulations shall become effective upon formal adoption of the Board of Directors of the Association. Section
4. Amendment. Changes or amendments of these rules and regulations shall require
a majority vote of the returned mail ballots of the members currently entitled
to full membership privileges. Voting shall be by mail ballot. CHAPTER II - COMPOSITION OF ASSOCIATION Section 1. Membership. The Association shall be composed of all persons including, but not limited to, professional planners, planning commission members, and others involved directly or indirectly in the profession of planning. Section 2. Classes of Membership. The membership shall consist of either a full member or student member. a. Full Member Member. A full member shall be any person involved directly or indirectly in the practice of planning, planning office, department, council of governments or as an elected or appointed member of a planning commission or council, or members of organizations closely related to planning. Upon payment of dues to the Association, each such member shall be entitled to one (1) vote. b.
Student Member Member. Student member status is available to students in
attendance at an accredited institution. Student members are eligible to receive
official associate publications, information notices, and a reduction of
registration fees for Association conferences provided the student member has
satisfied current dues obligations to the Association. CHAPTER
III - PURPOSES, FUNCTIONS AND POWERS Section
1. Purposes and Functions. The Association shall be an independent, non-profit
corporation created and established for the following purposes and functions:
a.
To promote communication and cooperation among professionals, planning
commission members and others involved directly or indirectly in the practice of
planning.
b.
To provide information to the public on planning issues. c.
To advocate planning programs which will preserve the quality of life in d.
To provide a forum for discussion of relevant issues of common concern. e. To provide opportunities for continuing education for planning practitioners. f.
To maintain and promote standards of professionalism among Section 2. Powers. The Association shall have the power to: a.
Sue and be sued, complain and defend in its corporate name. b.
Have a corporate seal. c.
Purchase, take, receive, lease, take by gift, devise or bequest, or otherwise
acquire, own, hold, improve, use and otherwise deal in and with real or personal
property, or any interest therein, wherever situated. d.
Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose
of all or any part of its property and assets. e.
Make contracts and incur liabilities, borrow money at such rates of interest as
the corporation may determine, issue its notes, bonds and other obligations and
secure any of its obligations by mortgage or pledge of all or any of its
property, franchises and income. f.
Property as security for the payment of funds so loaned or invested, including
the right to invest and reinvest its funds in shares of stock of corporation if
the certificate of incorporation so provides. g.
Conduct its affairs, carry on its operations, and have offices and exercise the
power granted by this act (Section 17-222.9) in any state, territory, district
or possession of the h.
Make donations for the public welfare or for charitable, scientific or
educational purposes. i.
Indemnify any director or officer or former director or officer of the
corporation against liability and expenses actually and necessarily incurred by
him in connection with the defense of any action, suit or proceeding in which he
is made a party by reason of being or having been such director or officer,
except in relation to matters as to which he shall be adjudged in such action,
suit or proceeding to be liable for misconduct in the performance of duty; but
such indemnification shall not be deemed exclusive of any other rights to which
such director or officer may be entitled, under any bylaws, agreement, vote of
the board of directors, members or otherwise. CHAPTER
IV - OFFICERS Section
1. Officers. The officers of the Association shall consist of a president,
vice-president, secretary and treasurer. Section
2. Terms. The term of each officer of the Association shall be for two (2) years
beginning January 1st and ending on December 31st of the second year. Section
3. Duties. The duties of each officer of the Association shall be as follows: a.
The President shall have the general authority and responsibility in the
administration of the Association consistent with the Articles of Incorporation
and these rules and regulations. The president shall coordinate the work of
committees, act as chair of the board of directors, call special meetings, and
be the official spokesman for the Association. b.
The Vice-president shall advise and assist the President in performance of his
duties and responsibilities. The vice-president shall perform the duties of the
president in the of the president’s absence or incapacity, and shall have the
power to call special meetings. The vice-president shall be an automatic nominee
for successor to the president but shall not take office as president unless
confirmed by the voting membership of the Association during the election of
officers process. c.
The Secretary shall keep an accurate record of all the proceedings of the
Association, maintain proper records of membership and collect and forward dues
to the treasurer. d.
The Treasurer shall maintain proper records of revenues, pursue interest-bearing
bank accounts and invest the revenues with terms most beneficial to the
Association. The treasurer shall sign all legitimate warrants of the
Association. CHAPTER
V - BOARD OF DIRECTORS Section
1. Directors. The Board of Directors of the Association contains seven (7)
members and shall consist of the four (4) elected officers, two (2) members
elected at-large from the general membership of the Association, and the
past-president of the Association. The appointed Wyoming APA Western Central
Chapter representative, the appointed Western Planning Resources representative,
and the elected President of the Section 2. Terms. a.
The term of each director shall be two (2) years beginning January 1st and
ending December 31st of the second year. Terms for ex-officio members shall be
for two (2) years. b.
The directors shall be elected through the general election process as specified
in Chapter VIII - Election of Officers. Section
3. Duties. The duties of the Board of Directors of the Association shall be as
follows: a.
The directors shall, by simple majority vote, establish and conduct the officers
of the Association subject to the adopted policies and bylaws of the
Association. b.
The directors shall prepare and present to the Association for approval at the
annual meeting a yearly budget for the Association and shall expend funds of the
Association within the budget approved or as amended by the Association. c.
The directors shall approve by majority vote recommendations from the committees
of the Association except recommendations by the Legislative Committee or
proposed Legislative policy shall be by the majority vote of returned mail
ballots from the general membership. d.
The directors shall approve by majority vote any appointments to the committees
of the Association as submitted by the president. e.
The directors shall approve by majority vote recommendations from the committees
of the Association. CHAPTER
VI- MEETINGS Section
1. Annual Meeting. The Annual Meeting of the Association shall be held prior to
December 31st of each year. Such meeting shall be devoted to the presentation
and approval of the Association’s yearly budget, election of officers and
Board of Directors as appropriate, designation of committee assignments,
presentation of awards and any other such business as shall be scheduled by the
directors. Section
2. Special Meetings. Special meetings may be called by the president or
vice-president of the Association by giving notice thereof to the secretary who
shall immediately notify each member in writing of the time, place and agenda of
the special meeting. Notice of one week in advance of any special meeting shall
be provided to all members. Section
3. Executive Sessions. The association membership may hold executive sessions to
conduct its affairs. Executive sessions may only be held by an affirmative
majority of the membership in attendance. CHAPTER
VII- GENERAL PROCEDURES Section
1. Quorum. Eight (8) members of the Association shall constitute a quorum for
the transaction of business of the Association. Section
2. Voting. Each eligible member of the Association who has honored his/her dues
obligation shall be entitled to one (1) vote. Voting on all business brought
before the membership of the Association except the election of officers,
changes in the Bylaws and the setting of policy on Legislative issues, shall be
by voice and shall be cast in person by members. An affirmative voice vote of a
majority of a quorum of the Association shall be necessary for the adoption of
any resolution or other voting matter before the Association. Voting
for the election of officers, changes in the bylaws, and the establishment of
policy on Legislative issues shall be by written ballot and the results
determined by the majority of returned mail ballots. Section
3. Abstention. Any member of the Association may abstain from voting on any
matter. The member shall disclose his abstention and the secretary shall so
record in the minutes that no vote was cast by such member. Section
4. Proxy. Any member of the Association in good standing may, by written letter,
authorize any other member in good standing to represent him/her at any meeting
of the Association. Said proxy shall have voting powers. Section
5. Rules of Procedures. All meetings of the Association shall be conducted in
accordance with the current edition of "Robert’s Rules of Order
Revised", by General Henry M. Roberts, copyright 1971, William Morrow
Company, Inc., as amended by these rules and regulations. Section
6. Proceedings. At the annual meeting of the Association, the following shall be
the regular order of business: a.
Roll Call b.
Minutes of the Preceding Meeting c.
Communications d.
Report of the President and awards e.
Report of the Secretary and Elections (every two years on an even year) f.
Report of the Treasurer Adoption of the Budget g.
Report of the Committees h.
Old Business i.
New Business j.
Adjournment Section
7. Meeting Agenda. All items of business to be placed on the agenda shall be
approved by the president. CHAPTER
VIII- ELECTION OF OFFICERS AND BOARD OF DIRECTORS Section
1. Nominating Committee. At least ninety (90) days prior to the Annual Meeting
during the year in which elections shall be conducted, the Board of Directors
shall appoint a nomination committee who shall be responsible to place in
nomination candidates for officers and directors. An election of the complete
Board of Directors shall be held every two years on an even year. Section
2. Nomination Procedures. All names placed in nomination shall be submitted to
the secretary at least one (1) month prior to the Annual Meeting. The secretary
shall then prepare ballots and mail ballots to the membership eligible to vote
at least two (2) weeks prior to the Annual Meeting. Section
3. Voting. Each eligible member shall vote using the ballot provided. The ballot
may be mailed to the secretary or submitted to the secretary at the Annual
Meeting. Section
4. Election Results. The nomination committee shall count the ballots at the
Annual Meeting. The Board of Directors shall ratify the count and present the
results to the membership at the Annual Meeting. The nominee who obtains the
highest number of votes on returned mail ballots for each position shall be
elected to that position. CHAPTER
IX - FISCAL AFFAIRS Section
1. Dues. The Association shall collect dues from each member on a calendar year
basis. The dues for membership shall be established by the Board of Directors.
Full membership or student membership shall be awarded upon payment of dues
subject to the following provisions: a.
If joining the Association during the year, initial membership dues may shall be
prorated. b.
The Association shall bill each member for dues in January of each year.
Membership dues shall become delinquent if not paid within thirty (30) days of
billing. c.
Full member voting privileges shall begin upon payment of dues. CHAPTER
X - COMMITTEES Section
1. Permanent Committees. The Association shall have four (4) permanent
committees. The members of the committees shall be appointed by the president
for one (1) calendar year of service subject to approval of the Board of
Directors. The permanent committees shall be as follows: a.
Legislative: Purpose is to review planning-related legislation proposals; to
recommend modification to proposed legislation from the perspective of the
professional planner; to provide WYOPASS membership with copies of proposed
legislation, recommended modifications, and summarizing analysis of legislation;
to poll the WYOPASS membership as to its position concerning proposed
legislation; and to keep the membership informed about the process of
planning-related bills in the State Legislature. Any policy on Legislative
issues shall be set by a majority of returned ballots from the general
membership. b.
Conference/Continuing Education: Purpose is to arrange locations, dates, topics
and speakers for conferences; to publicize the conference, to provide
information about the conference to WYOPASS members and interested people; to
develop a conference packet; to set conference registration fees with approval
of the Board; and to develop and conduct planning courses, training and
education programs for WYOPASS members and interested people. The chairman of
the conference committee shall be from the host city/area if possible. c.
Newsletter: The newsletter committee shall be chaired by the Western Planning
Resources representative. This committee shall coordinate with WPR to prepare a
column on WYOPASS activities, which will act as the newsletter of the
organization, and appear in the WPR publication. d.
Nomination: The Nomination Committee shall be an ad hoc committee whose purpose
is to develop a procedure for nomination of WYOPASS officers and Board Members;
to verify candidacy with nominees; to supervise the election process; and to
tabulate ballots. e.
Awards: The awards committee shall be an ad hoc committee whose purpose is to
prepare nominations for voting by the board at least ninety (90) days prior to
the annual meeting, the committee shall solicit the membership for nominations.
The board of directors shall vote on the nominations and the awards will be
presented at the annual meeting. A minimum of three nominations must be received
for each award. If there are insufficient nominations, the award will not be
given that year. I) Planning project of the year 2)
Planner of the year (may be staff or commissioner) 3) Planning commission of the year Nominations/nominees
must comply with the following minimum criteria: 1)
Nominator and nominee must be a full member of WYOPASS 2)
Project must be completed and implemented. 3)
Must show a strong record of public participation and community support. 4)
Provide a narrative fully describing the reasons for nomination. Section
2. Temporary Committees. The president, subject to the approval of the Board of
Directors, may establish additional committees to undertake additional tasks
necessary to the Association. The members of these temporary committees shall be
appointed by the president for no longer than one (1) year of service, subject
to the approval of the Board of Directors. Section
3. Committee Operation. a.
Each committee chairman shall be appointed by the president. b.
Each committee shall have not less than three members. c.
The president shall assign one board member to each committee. No board member
shall be assigned to more than two committees, temporary or permanent. CHAPTER
XI - DISSOLUTION Section
1. The Association may be dissolved by resolution adopted by the affirmative
vote of two-thirds of the members by mail ballot in accordance with these rules
and regulations. CHAPTER
XII - ADOPTION These
Bylaws of the Wyoming Planning Association are hereby officially adopted on this
15th day of June, 1979, AD. Amended
on this 23rd day of October, 1981, A.D. Amended
on this 13th day of September, 1984, A.D. Amended
on this 17th day of December, 1990, A.D. Amended
on this 15th day of March, 1999, A.D. Amended
on this 21St day of September, 2001, A.D. /s/Michael
Archibald Mike
Archibald, PRESIDENT /s/
Diana Robb Diana
Robb, SECRETARY
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