Section 2.     This Chapter is a Chapter of the International Right of Way Association, a corporation formed under the laws of the State of California; and all of its rights and powers are subject to the laws of said State, the Articles of Incorporation of said Association and the Bylaws, Rules and Regulations of said Association, including the requirement that all bylaws and amendments thereto are not effective until their approval by the International General Counsel of said International Right of Way Association.

Section 3.     Each member of this Chapter must conduct himself or herself in such a manner as to reflect honesty and integrity of the International Right of Way Association and each is bound by the Code of Ethics and Rules of Professional Conduct of said Association.  A member may be suspended and expelled from this Chapter and from said Association on such grounds and in the same manner provided for in the International bylaws of the International Right of Way Association.

Section 4.     This Association being nonpolitical, nonpartisan and nonsectarian no member shall represent himself or herself as a representative of the Association in respect to any religious or political 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 Association, said member shall specifically indicate that the opinions expressed represent his or her opinions as an individual and are not intended to reflect policy positions of the Association or of this Chapter. 

Section 2.     The Officers of this organization shall perform the duties as hereinafter set forth.

Section 3.     At the expiration of the term of the President, the President-Elect shall succeed to the office of the President for a one (1) year term. Except for the office of President and for officers appointed by the President as provided in Section 1 of this Article, all officers shall be elected by ballot from the active membership of this Chapter at the November general membership meeting. The officers so elected, and the President, shall serve for one (1) year beginning the following January 1st, or until their successors are duly elected or appointed and installed, whichever is later.

Section 4.     If the office of an International Director shall become vacant and the Chapter fails to install a new Director and to certify such installation to the International Secretary prior to the next meeting of the International Board of Directors, the International Board, by a majority vote of those Directors in attendance shall elect a Director from the active membership of the Chapter, who shall hold office for the unexpired term.

Section 5.     No Officer shall hold or be reelected to the same office until two (2) years have elapsed following the end of the term to which elected; provided, however, that said limitation shall not apply to the Offices of Secretary or Treasurer or International Director, the incumbents of which shall be eligible to be elected to succeed themselves for one (1) additional term. A President-Elect who has succeeded to the office of President to fill an unexpired term of a predecessor shall hold office through the term to which he or she normally would have succeeded.  

Section 2.     An annual meeting of the members of this Chapter shall be held prior to the twenty-fifth (25^th ) day of November of each year.  Chapter Officers, including International Directors, shall be elected at said meeting and such other business as may be presented may be conducted, including a state of the Chapter address by the President or their designee.

Section 3.     Special membership meetings may be called at any time by the President and shall be called upon receipt of a written request signed by four (4) members of the 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 writing, or by email, or by telephone at least five (5) days prior to such meetings.

Section 5.     Twenty (20) active members shall constitute a quorum at general membership meetings.

Section 6.     The Chapter Executive Board shall hold its regular meetings on the pre-designated scheduled day of each calendar month throughout the year except for July.  Regular meetings of the Chapter Executive Board shall not be cancelled for any reason, except where it is known in advance that a voting quorum cannot attend that meeting, and then only upon a telephone/email roll-call vote of a simple majority of the voting members of the Chapter Executive Board.  Any regular meeting so cancelled shall be rescheduled and held on the next day that a quorum can be attained.  An unscheduled special meeting of the Chapter Executive Board may be called by a simple majority vote of the Chapter Executive Board or by a written request signed by at least three (3) voting members of the Chapter Executive Board.

Section 8.     In the event that an Officer of the Chapter resigns, or is deemed to have resigned as provided for in Section 7 above, said Officer shall return all books, papers, and other materials in his or her possession which belong to the Chapter, to the Chapter President within five (5) working days of such resignation. 

       A.     Executive Board.  The elected Chapter Officers, Immediate Past President/Parliamentarian, and the Executive Committee shall constitute the Executive Board of this Chapter.  The Executive Board shall have the power and duty to conduct and direct all the business and affairs of the Chapter.

        B.     Executive Committee.  The Executive Committee shall consist of the Chairpersons of those standing committees appointed by the President or elected by the membership.   

Section 2.     Committee on Nominations and Elections.  A Committee on Nominations and Elections shall be appointed by the Chapter President no later than the September Executive Board meeting and shall consist of a Chairperson and at least three (3) members.  This committee shall present and recommend a slate of Officers to the membership for their consideration not later than the October regular membership meeting.

Section 3.     Professional Development Committee.  There shall be in this Chapter a Professional Development Committee consisting of three (3) members, each of whom shall be elected for a three (3) year term at the same time and in the same manner as the Officers of the Chapter are elected, provided however, that at the first election following establishment of this committee three members shall be elected with one-third (1/3^rd ) of said members being elected for a three (3) year term, one-third (1/3^rd ) being elected for a two (2) year term, and one-third (1/3^rd ) being elected for a one (1) year term.  All members of said Chapter Professional Development Committee must have attained the designation of Senior Member – International Right of Way Association.  The committee member serving the second (2^nd ) year of his or her term shall serve as the committee chairperson.

Section 4.     Education Committee.  There shall be in this Chapter an Education Committee consisting of one (1) or more members, each to be appointed by the President.

Section 5.     Chapter News Media Committee.  There shall be a Communication Chairperson consisting of one (1) or more members appointed by the President.  This committee shall be responsible for the collection and dissemination of newsworthy information to the Chapter through a Chapter newsletter, Chapter Internet web site and any other means.

Section 8.     Chapter Executive Board voting quorum.  A quorum shall consist of seven (7) voting members of the Chapter Executive Board, two (2) of which shall be elected Officers.  One (1) of these Officers shall be either the President or the President-Elect and one (1) shall be any elected Officer.  

Section 2.     In addition to such annual dues, the members of the Chapter shall pay such special assessments as are provided by the International Board of Directors of this Association.

Section 3.     In addition to the above-referenced dues and assessments, the members of the Chapter shall pay annual dues to the Chapter in amounts which may from time to time be established by the Executive Board.

Section 4.     Any member who has not paid his or her dues and assessments by the delinquency date established by the International Board of Directors of this Association shall pay reapplication fees   , if any, mandated by the Executive Board. 

Section 2.     The Immediate Past President shall serve as Chapter Parliamentarian, and shall be responsible for insuring adherence to the Rules of Order at general membership meetings and Executive Board meetings.