Pennsylvania Keystone Chapter of SWANA
[Affiliated with the Solid Waste Association of North America Inc. a California nonprofit public benefit corporation (association)]
|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
The Chapter recognizes the classes of members established and defined in the Association Bylaws (hereinafter “Bylaws”). (See Attachment to these Bylaws)
These Bylaws shall be amended to reflect any membership revisions established by the Association.
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”).
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.
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.
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, 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.
4.8.1 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) Articles & Bylaws
(c) Communications & Newsletter
(d) Legislative & Policy
(e) Membership & Marketing Strategy
(f) Personnel & Nominating
(g) Program & Training
(k) Strategic Planning
(l) Young Professionals
(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.
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.
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.
5.4 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.
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.
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.
The Board may adopt voting procedures that include mail-in written ballots or other reasonable methods.
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;
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.
Chapter operations and activities shall conform with state and federal law, these Bylaws, and the Association Policy Manual .
Solid Waste Association of North America, Inc. Bylaws Amended December 2018; Taking Effect July 2019
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.