Pennsylvania Keystone Chapter of SWANA

[Affiliated with the Solid Waste Association of North America Inc. a California nonprofit public benefit corporation (association)]


Bylaws


 Article I - Members and Membership Classes  Article VI - Meetings of Members
 Article II - Dues and Assessments  Article VII - Indemnification
 Article III - Officers  Article VIII - Amendments
 Article IV - Directors  Article IX - Conformity
 Article V - Elections 


Article I - Members & Membership Classes
Members
1.1 Application for membership shall be made in writing to the Association's Headquarters of the Solid Waste Association of North America, Inc. (the Association). 

1.2 Any member, for reasons specified in Section 4.5(b) and (c) of these bylaws, may be expelled from membership by a two-thirds vote of a quorum of the Chapter's board of directors ("board"). 

1.3 Any member may resign by so advising the Secretary in writing. 

1.4 Any member whose dues and/or assessments are in arrears on February 1 shall be suspended from membership upon reasonable notice. Such notice may specify a final payment date after which membership will be terminated. Any member who has been so suspended may be reinstated at the discretion of the board upon payment of all arrearages plus any late charges.

Membership Classes
The Chapter shall have the following classes of members. 

1.5 Regular Member. A Regular Member shall be any individual: 
  • (a) who is employed by a public agency or a non-profit or tax-exempt organization responsible for
    • (1) education in solid waste management or a related field, or
    • (2) planning, developing, implementing, regulating, or operating solid waste management systems,
  • (b) whose interests coincide with the objectives of the Association; and
  • (c) who holds membership in his/her own right or who, under Section 1.7, is the designated representative of an Agency Member.

1.6 Sustaining Member. A Sustaining Member shall be 
  • (a)(1) a self-employed individual working in solid waste management or a related field, or
  • (a)(2) an employee of a for-profit organization that furnishes goods or services for the planning, development, implementation or operation of solid waste management systems;
  • (b) whose interests coincide with the objectives of the Association; and
  • (c) who holds membership in his/her own right or who, under Section 1.8, is the designated representative of a Corporate Member.

1.7 Agency Member. An Agency Member shall be a public agency, non-profit or tax-exempt organization responsible for 
  • (a) education in solid waste management or a related field, or
  • (b) the planning, development, implementation, regulation or operation of solid waste management systems.

An Agency member shall designate an individual as its representative. 

1.8 Corporate Member. A Corporate Member shall be any for-profit organization that 
  • (a) furnishes goods or services for solid waste management, and
  • (b) has interests coinciding with the objectives of the Association.

A Corporate Member shall designate an individual as its representative. 

1.9 Student Member. A Student Member shall be a full-time student who is enrolled in courses pertinent to, and who has an interest in, the objectives of the Association. A Student Member may attend meetings, seminars and equipment shows of the Association and its Chapters. A Student Member shall be exempt from any registration fees, but shall pay for meals consumed. A Student Member shall have all the rights and privileges of membership except the right to vote and hold office. 

1.10 Life Member. Life Members shall have all rights and privileges of membership. Such members shall be exempt from dues. 
  • 1.10.1 The International Board of Directors (IB) may grant life membership to members of the Association. No more than two life memberships may be awarded by the Association in a fiscal year. One shall be awarded to the Past President at the completion of his/her term. If a Past President does not complete a full term of office, the IB may nevertheless award a life membership. Criteria for the award of a Life Membership shall be established in the Association Policy Manual.
  • 1.10.2 No more than one life membership shall be granted by a Chapter in a fiscal year. Dues for Life Memberships awarded by a Chapter shall be paid by the Chapter that awards the membership.

1.11 Honorary Member.
 Honorary Members shall have all rights and privileges of membership. Such members shall be exempt from dues. 

The IB may grant honorary membership to nonmembers of the Association including SWANA Staff. Honorary membership is for life. Not more than one Honorary Membership per fiscal year shall be granted. Criteria for the award of Honorary Membership shall be established in the Policy Manual. 

1.12 Retired Member. A Retired Member shall be any individual member of the Association who has retired from service (ceased full-time employment) in the field of solid waste management. A Retired Member shall have all rights and privileges of active members of the Association and its Chapters. 

1.13 Membership Revisions. These bylaws shall be amended to reflect any membership revisions established by the Association. 

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Article II - Dues & Assessments
2.1 Schedule of Dues. Dues for each membership category shall be established in the Association Policy Manual. The Chapter may establish and levy dues, assessments and fees in addition to amounts due to the Association. 

2.2 Fiscal Year. The Chapter's fiscal year shall be October 1 through September 30, however, the Chapter's fiscal year shall be governed by the Association's Policy and Procedure Manual. The Chapter's practices and procedures shall be consistent with the policies established from time to time by the Association's Board of Directors. 

2.3 Dues Payment Confers Benefits. Except as otherwise provided in these bylaws, the payment of dues entitles a member to all privileges and benefits of membership in the Association and this Chapter. 

2.4. Dues and Assessments Management. The timing and manner of invoicing and paying dues shall be governed by the Association Policy Manual. Chapter practices and procedures shall be consistent with dues and assessments policies established from time to time by the Association's board of directors. 


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Article III - Officers
3.1 Generally. The officers shall consist of a President, a Vice President, a Secretary, a Treasurer and the immediate Past President. Chapter officers shall be members in good standing. 

3.2 President. The President shall call and preside at all membership meetings and board meetings, shall nominate all committees, shall execute or approve on behalf of the Chapter all contracts, bonds and other written instruments approved by the board, shall supervise and manage the business affairs of the Chapter, and shall perform such other duties incident to the office of President as may be prescribed from time to time by the board. 

3.3 Vice President. The Vice President shall assume the duties of the President in his/her absence, shall be the principal advisor to the President on Chapter affairs, and shall perform other tasks incidental to the office of Vice President as may be prescribed by the board. 

3.4 Secretary. The Secretary shall keep full and correct minutes of all proceedings of the Chapter, its members, directors and committees, shall issue notices required by law and these bylaws, shall maintain Chapter records other than financial records, shall prepare and submit required annual, periodic or special reports, and shall perform such other duties as may be prescribed by the board. 

3.5 Treasurer
  • 3.5.1 The Treasurer's duties shall include, but not be limited to attending membership meetings and board meetings, collecting all monies due and owing to the Chapter, paying amounts due to the Association, and paying all just and valid debts and obligations of the Chapter upon approval thereof by the board.
  • 3.5.2 The Treasurer, without prior approval of the board, may incur an indebtedness not to exceed $500.00 per month for ordinary Chapter expenses..
  • 3.5.3 The Treasurer shall keep a correct and complete record of all monetary transactions, shall have general charge of the books of accounts and financial records of the Chapter, shall render periodic and required financial reports of the Chapter, and shall render periodic and required reports to the board, to the Association, and to the membership showing the financial condition of the Chapter. Reports to the board shall be rendered as often as the board deems necessary.
  • 3.5.4 The Treasurer shall prepare and submit such financial reports as required by federal and state laws.
  • 3.5.5 The Chapter's Fiduciary Officer, the Treasurer shall make available all books of accounts and records for a complete fiscal audit every other year of the two year term served or at such other times as deemed necessary by the board. On the other year of the term, a fiscal review will be completed.
  • 3.5.6 The Treasurer shall be bonded during his term of office in an amount deemed sufficient by the Chapter's Board of Directors.
3.6 Vacancies. The board shall declare and fill vacancies in any office, except that the Vice President shall succeed the President. Appointees shall hold office for the remaining portion of the former officer's term. 

3.7 Past President. The Past President shall be the most immediate Past President eligible to hold office in the Chapter. If a serving Past President resigns or is unable to continue in such office, the next preceding Past President shall be eligible to assume the duties of the Past President. 

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Article IV - Directors
4.1 Generally. The board of directors shall manage the activities, property and affairs of the Chapter. The President or, in his/her absence, the Vice President shall chair the board and preside at all meetings. The board shall meet at the call of the chair and not less than twice a year. Special meetings of directors may be called by the President or any two directors. Upon receipt of such call for a special meeting, the Secretary shall give notice to all directors of the place, date and time of such meeting. A majority of the number of directors fixed under these bylaws shall constitute a quorum for the transaction of business. All questions, except the removal of a director or an officer or the expulsion of a member, shall be decided by majority vote of directors present at a meeting at which a quorum exists. Any action than can or must be taken at a directors meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors. The board may meet via telephone conference or by any other mechanism whereby all participants can hear each other. Notice of a meeting need not be given to any director who, before or after the meeting, signs a waiver of notice and such waiver is filed with the records of the meeting. Written notice may be given in person, by first class or express mail, by courier service with charges prepaid, or by fax transmission. 

4.2 Number. The Chapter shall have eight elected directors who, together with the Chapter Director, Young Professional Director and the President, immediate Past President, Vice President, Secretary and Treasurer, shall constitute a 15-member board. 

4.3 Qualification. All directors shall be members in good standing. Four of the elected directors shall be Regular Members or Agency Member designees and four shall be Corporate Members or Sustaining Member designees. 

4.4 Term. The term of office of an elected director shall be two years. 

4.5 Vacancies. By a vote of two-thirds of its members, the board may declare a vacancy on the board (including the position of Chapter Director) or in any office by reason of (a) two or more consecutive unjustified absences from board or Chapter meetings, (b) conviction of a criminal offense, or (c) conduct manifestly unethical or contrary to the best interests of the Chapter. All vacancies on the board shall be filled by the affirmative vote of a majority of the remaining directors. A director so elected shall serve for the remaining portion of the former director's term. 

4.6 Chapter Director. A Chapter Director shall be elected from members in good standing. Such individual shall serve as the Chapter's representative on the Association's board of directors, and shall serve on the Chapter's board. The purpose of this position is to provide mechanisms for the expression to the Association of the Chapter's views and opinions and for the explanation to Chapter members of the Association's policies, actions and plans. The board may designate another member, including a director, to serve as alternate Chapter Director. The Chapter Director shall serve a two-year term. 

4.7 Young Professional Director. A Chapter Young Professional Director shall be elected from members in good standing. Such individual shall be 35 years of age or less at the time of election, and serve as the Chapter's Young Professional representative on the Chapter board of directors.  The individual shall also be the chair of the Chapter’s Young Professionals Committee.  The purpose of this position is to provide mechanisms for expressions to the board of the young professional member’s views and opinions as they relate to the Chapter’s policies, actions and plans. The Chapter Director shall serve a two-year term.

4.8 Committees
  • 4.8.1 Generally. The following standing committees, which shall consist of at least three members, shall be appointed by the President and confirmed by a majority of the other members of the board:
    • (a) Membership
    • (b) Programs and Arrangements
    • (c) Articles and Bylaws
    • (d) Legislation
    • (e) Scholarship
    • (f) Rodeo
    • (g) Executive
    • (h) Policy
    • (i) Education
  • The President may appoint such other committees as necessary for conducting the business and affairs of the Chapter. All such committee appointments shall terminate at the end of the fiscal year, unless otherwise specified by the President
  • 4.7.2 Audit Committee. The Audit Committee, which shall consist of three members, shall be appointed by the President (who shall designate the Committee chair) and be confirmed by a majority of other members of the board. Preference for appointment should be given to a past Treasurer and a past Secretary. The Committee shall oversee the Chapter's financial affairs and, at such times as the board directs, shall conduct a financial audit. The board shall present an annual report to members on the financial condition of the Chapter, including a balance sheet and an income statement. In addition, the Committee shall tally the results of (a) all elections of directors and officers and (b) voting on such other issues and matters as the board shall direct. All such results shall be reported to the members and the board.
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Article V - Elections
5.1 Qualifications. Officers and directors of the Chapter shall be elected from members in good standing. No person may serve simultaneously as President and Vice President or as President and Secretary. 

5.2 Election of Officers; Term. The President, Vice President, Secretary and Treasurer shall be elected by majority vote of the members present in person or by proxy at the last membership meeting of the fiscal year, which shall be the annual business meeting of the Chapter. All officers shall serve for two years and until their respective successors shall have been duly elected and qualified. 

5.3 Election of Directors. Directors shall be elected by majority vote of the members present in person or by proxy at the annual business meeting. 

5.4 Succession in Office. Except for the Secretary and the Treasurer, no officer may serve more than one consecutive term in office, but a former officer shall be eligible for a position on the board. Former officers can again be eligible to serve in an officer position provided they have not served in that capacity for at least the length of one term of office. An appointed officer may succeed him/herself. 

5.5 Nominations. The president shall appoint two members in good standing to serve on a three-person committee for the purpose of nominating officers and/or directors. The Secretary shall be the third member of the Committee and shall serve as its presiding officer. The committee shall submit its recommendations to the board at least 45 days before the annual business meeting of the Chapter. After reviewing such recommendations, the board shall determine the recognized nominees. Notice of nominations shall be given to the members at least 30 days before the annual business meeting. Nominations shall be allowed from the floor at such meeting. 

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Article VI - Meetings of Members
6.1. Annual Meeting. An annual meeting of members shall be held on such date in the month of August or September and at such time and place as the board shall determine. If extenuating circumstances require a change, any such change shall be approved by the board. 

6.2. Meetings of Chapter. Chapter meetings shall be held on such dates and at such times and places as are determined by the board, but in no event less frequently than twice a year. The board may cancel any meeting for sufficient cause. 

6.3 Special Meetings. Special meetings of members may be called by the President or by a majority of the board. Upon receipt of such call for a special meeting, the Secretary shall cause notice of the special meeting to be given as hereinafter provided. Upon the written request of members representing not less than ten percent (10%) of all votes entitled to be cast at a meeting, the Secretary shall call a special meeting of members for the purposes specified in such request and shall cause notice thereof to be given as hereinafter provided. The Secretary shall fix the date, time and place of such meeting within 60 days after receipt of such request. 

6.4 Notice of Meetings. Written notice stating the place, day and time of all meetings and, in the case of a special meeting, a description of the general nature of the business for which the meeting is called, shall be given to each member entitled to vote at such meeting not less than 14 days nor more than 35 days before the scheduled meeting date. Notice of the annual business meeting shall be given to each member not less than 30 days before the scheduled meeting date. Notice shall be given to a member by any method set forth in Section 4.1 of these bylaws. 

6.5. Quorum. Ten percent (10%) of the votes entitled to be cast on a matter, represented in person or by proxy at any meeting, shall constitute a quorum. If less than a quorum is present, the majority of other members present may adjourn the meeting to a specific date, time and place, and the Secretary shall notify the absent members of such adjourned meeting. 

6.6 Proxies. Any member may vote in person or by proxy. All proxies shall be filed with the Secretary. A proxy shall be revocable at will, but such revocation shall not be effective unless the Secretary receives written notice thereof. No proxy shall be valid for longer than 11 months from its date. 

6.7 Voting Procedures. The board may adopt voting procedures that include mail-in written ballots or other reasonable methods. 

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Article VII - Indemnification
The Chapter shall indemnify and hold harmless any person who shall be a director or officer of the Chapter or of the Association from and against any and all actions, claims, demands, lawsuits, liability, losses, damages, costs and expenses (including reason-able attorney's fees) that arise or are asserted against such person in connection with Chapter business. However, such officer or director shall not be relieved from any liability to the Chapter imposed by law, including liability for fraud, bad faith or willful neglect. 

Any indemnification shall be made by the Chapter only as authorized in each specific case by the board upon a determination that indemnification is proper. Requests for indemnification shall be made in writing to the board within 30 days after the earlier of the following: (a) commencement of any action, suit or proceeding; 

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Article VIII - Amendments
Upon due notice to members, these bylaws may be amended upon the affirmative vote of a quorum of the membership. The Secretary shall provide written notice to members of any meeting where any amendment(s) to the bylaws will be considered, and such notice shall include a copy of the proposed amendment(s) or a summary thereof. 

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Article IX - Conformity
Chapter operations and activities shall conform with state and federal law, these bylaws, the Association Policy Manual, and the Affiliation Agreement between the Chapter and the Association. 

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Pennsylvania Keystone Chapter of 

Solid Waste Association of North America

1610 Russell Road, Lebanon, PA 17046

866 GO SWANA (467-9262)

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