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 Offices of the Solid Waste Association of North America, Inc. (“Association”).  All memberships are Association memberships.  A member who works or resides in Pennsylvania shall be affiliated with this Chapter unless such person elects affiliation with a different chapter. 
1.2   The status of membership, including the suspension or termination thereof for nonpayment of dues or for other reasons, shall be governed by the Association.
1.3  Any member may resign by so advising the Chapter Secretary in writing.

However, the resignation of a member does not relieve such member of any financial or other obligation the member may have to the Association or the Chapter incurred prior to resignation.

Membership Classes

The Chapter recognizes the classes of members established and defined in the Association Bylaws (hereinafter “Bylaws”).  (See Attachment to these Bylaws)

Membership Revisions.

These Bylaws shall be amended to reflect any membership revisions established by the Association.

Article II - Dues & Assessments

• 2.1  Schedule of Dues. Dues for each membership category shall be established by 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.

• 2.3  Dues Payment Confers Benefits. Except as otherwise provided in the Association Bylaws and Policy Manual, the payment of dues entitles a member to all privileges and benefits of membership.

2.4. Dues and Assessments Management. The timing and manner of invoicing, paying, disbursing, rebating and reimbursing dues shall be governed by the Association.  Chapter practices and procedures shall be consistent with dues and assessments policies established from time to time by the Association's board of directors as defined in Article IV of V of these Bylaws (hereinafter “the Board” or “Board”).

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 transaction 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 As 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/her 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.

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 Advisory Board Delegate, 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 Public Sector Individual Members  (individual of a public agency or non-profit or tax-exempt organization) and four shall be Private Sector Individual Members  (individual of a private for-profit organization).

• 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  Advisory Board Delegate. An Advisory Board Delegate shall be elected from members in good standing. Such individual shall serve as the Chapter's representative on the Association Advisory Board, 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. As and when permitted by the Association Policy Manual, the Board may designate another member, including a director, to serve as substitute   Advisory Board Delegate. The Advisory Board Delegate shall serve such term of office and have such rights and responsibilities as set forth in the Association Policy Manual.

Part of the Chapter's support for SWANA governance is expressed in a Memorandum of Understanding (MOU) by and among all SWANA chapters in this Region 7.  All chapters have signed similar MOUs in their respective regions. The officers and directors are authorized and directed to assure the fulfillment of the MOU terms and conditions, and as they may be amended from time to time. 

• 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. 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 members’ views and opinions as they relate to the Chapter’s policies, actions and plans. The Chapter Young Professional 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:
• o    (a) Articles  & Bylaws
• o    (b) Audit/Budget/Finance
• o    (c) Communications & Newsletter
• o    (d) Legislative & Policy
• o    (e) Membership & Marketing Strategy
• o    (f) Personnel & Nominating
• o    (g) Program & Training
• o    (h) Road-E-O
• o    (i) Scholarship
• o    (j) Safety
• o    (k) Strategic Planning
• o    (l) Young Professionals
• o    (m) Administrative & Marketing Director Subcommittee

• ·         4.8.2 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.

• ·         4.8.3 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.

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.

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.

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 reasonable 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, (b) suit or (c) proceeding;

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.

Article IX - Conformity

Chapter operations and activities shall conform with state and federal law, these Bylaws, and the Association Policy Manual .  

  I recommend adopting the SWANA membership classes by reference, which is common among the chapters.  If nothing else, you save a lot of words.  Chapters simply copy the related section from the SWANA Bylaws and attach it to the back end of their bylaws.

  Changed to current member class names.

 This term should be defined since it is capitalized and not defined elsewhere in the Bylaws.

 This term should be defined since it is capitalized and not defined elsewhere in the Bylaws.

  This term is used in MA-39,

Sec. V.B.

  This paragraph need not be in italics. 

  OK to include it here as committee subject matter.  See Comment B1.

 This isn’t necessary because reference is made to “these Bylaws” which are the Association Bylaws.

  By virtue of the SWANA Bylaws amendments late last year, not to mention long-standing neglect, affiliation agreements are no longer operative.

Solid Waste Association of North America, Inc. Bylaws Amended December 2018; Taking Effect July 2019

SECTION 2

Membership

Any individual who joins the Association in any membership class shall receive all membership rights at Association or Chapter functions and activities, regardless of residence.  Members attending functions or activities sponsored by a Chapter other than their own have no right to vote or otherwise participate in such Chapter's business and financial matters.

A member who works or resides in a geographical area served by a Chapter shall be affiliated with such Chapter unless the member elects affiliation with a different Chapter.  A member not working or residing in a Chapter area shall be an at-large member unless the member designates a Chapter for affiliation.  The Association shall have the following classes of members: 

2.1       Public Sector Member. A Public Sector 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; and

            (b) whose interests coincide with the objectives of the Association.

2.2       Private Sector Member. A Private Sector 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; and

(b)        whose interests coincide with the objectives of the Association.

2.3       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 event 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.

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

2.4.1    The Board of Directors (Board) may grant life membership to members of the Association. No more than three life memberships may be awarded by the Association in a fiscal year, one of which shall be awarded to the Past President at the completion of his/her term of office, the Board may nevertheless award a life membership.  Criteria for the award of a Life Membership shall be established in the Association Policy Manual.

2.4.2    No more than one life membership shall be granted by a Chapter in a fiscal year. Chapter awards of life membership do not count in the limit placed upon the Association.   Dues for Life Memberships awarded by a Chapter shall be paid by the Chapter that awards the membership.

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

The Board 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.

2.6       Retired Member.  A Retired Member shall be any individual member of the Association who has retired from 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.

Membership rights may be suspended or terminated, in whole or in part, for the substantive grounds and according to procedures set forth in the Policy Manual.