CONSTITUTION AND BYLAWS

OF THE
MAINTENANCE SUPERINTENDENTS ASSOCIATION
OF CALIFORNIA
CENTRAL VALLEY CHAPTER

CONSTITUTION ARTICLE I – NAME

The name of this Chapter shall be the Maintenance Superintendents Association (MSA), Central Valley Chapter.

CONSTITUTION ARTICLE II – PURPOSES

The purposes of this Chapter are to engage in activities and functions, within the practical limits of the Association, that promote and develop improved operating principles and standards for the efficient and economical maintenance and operation of public works facilities and services, including the administration of all related work. The Chapter shall further disseminate practical and technical knowledge through the exchange of information, experience, and professional insight; promote professionalism through educational opportunities designed to improve technical and managerial skills; and foster understanding and cooperation among public employees, public utilities personnel, and private sector entities involved in public works.

CONSTITUTION ARTICLE III – MEMBERSHIP

SECTION 1. CLASSIFICATIONS

Membership in this Association shall be limited to individuals in good standing within a Chapter of the Association. Each Chapter shall admit individuals who demonstrate an interest in the purposes of the Association and who qualify under one or more of the following classifications.

A Regular Member shall be an officer or employee serving in a lead, supervisory, or management capacity within a governmental agency engaged in the maintenance and operation of public works facilities.

An Associate Member shall be an officer or employee serving in a lead, supervisory, or management capacity within a public utility company.

A Vendor Member shall represent a firm, partnership, or corporation engaged in the manufacture or sale of materials, equipment, services, or supplies used by governmental agencies in connection with public works facilities, and shall be represented by an individual serving in a supervisory, managerial, or sales capacity.

An Honorary Member shall be an individual recognized for outstanding public service or contributions that further the purposes of the Association. This designation shall be granted by the Board of Directors or the Executive Committee.

A Life Member shall be an individual who has been a Regular, Associate, or Vendor Member for a period of at least five (5) years and who is no longer actively engaged in such service. Life Membership shall be granted by a simple majority vote of the Executive Committee.

SECTION 2. PRIVILEGES

Each Regular, Life, and Associate Member shall be entitled to one vote in the affairs of the Association at general meetings. Vendor Members shall not have voting rights. Honorary Members shall not have voting rights or hold office.

The privilege of holding office on the Board of Directors shall be limited to Regular Members, Associate Members, Life Members, and no more than five (5) Vendor Members. Vendor Members may be allowed to serve as President, Vice President, Secretary, or Treasurer at the Chapter level; however, no more than one Vendor Member may serve as an Executive Committee officer at any given time.

Honorary Members and Life Members shall be exempt from the payment of annual dues and may be granted a fifty percent (50%) reduction in fees when they or their spouse or significant other participate in meetings or events, as determined by the Executive Committee.

CONSTITUTION ARTICLE IV – OFFICERS

The officers of the Chapter shall consist of a President, Vice President, Secretary, Treasurer, three (3) Directors, and three (3) Vendor Representatives. These ten (10) officers shall constitute the Executive Committee. Six (6) officers shall constitute a quorum for the transaction of Chapter business.

CONSTITUTION ARTICLE V – POWERS OF OFFICERS

The officers of the Chapter, subject to the rules and procedures provided in the By-Laws, as amended from time to time, may take all actions reasonably necessary and appropriate to preserve and promote the objectives of this Chapter and the Maintenance Superintendents Association, a California corporation.

CONSTITUTION ARTICLE VI – AMENDMENTS

Amendments to this Constitution may be proposed by a written petition submitted to the Executive Committee and signed by not less than twenty-five percent (25%) of the voting members, or by resolution of the Executive Committee. Adoption of proposed amendments shall require a two-thirds (2/3) vote of the members present at a general membership meeting. Proposed amendments shall be presented to the membership for review at least one month prior to voting.

THE BYLAWS

BYLAWS ARTICLE I – MEMBERS

Application for membership in this Chapter shall be made in writing to the Treasurer. Any member in good standing may sponsor a new member. The applicant must be accepted by a simple majority vote of the Executive Committee as a prerequisite to membership.

Vendor Members shall be limited in number. A new Vendor Member may be accepted provided that the total number of Vendor Members does not exceed sixty percent (60%) of the total number of Regular Members.

Any member may be expelled for cause from membership by a two-thirds (2/3) vote of the Executive Committee.

BYLAWS ARTICLE II – DUES

The Board of Directors shall determine the annual dues. Any member whose dues are delinquent for three (3) months shall be suspended from membership in the Chapter. The Executive Committee may reinstate a suspended member upon payment of all outstanding dues.

The calendar year shall cover the period between January 1 and December 31. Payment of dues shall entitle members to all privileges and benefits of membership. Dues are payable January 1 of each year and shall be considered delinquent April 1.

BYLAWS ARTICLE III – ELECTIONS

Officers of the Chapter shall be elected from members in good standing. Elections shall be conducted at the November general membership meeting.

There shall be three (3) Directors, with staggered terms of three (3), two (2), and one (1) year respectively. One Director shall be elected each year to ensure continuity. A Director may be nominated for another office regardless of remaining term.

There shall also be three (3) Vendor Representatives with staggered terms of three (3), two (2), and one (1) year. One Vendor Representative shall be elected each year. A Vendor Representative may be nominated for another office regardless of remaining term.

All officers may succeed themselves in office and may be eligible for other positions. Vendor Members may serve as President, Vice President, Secretary, or Treasurer at the Chapter level; however, no more than one Vendor Member may serve as an Executive Committee officer at any given time.

Vacancies shall be filled by appointment of the Executive Committee, and appointees shall serve the remainder of the term.

BYLAWS ARTICLE IV – DUTIES OF OFFICERS

The Executive Committee shall have full control of the affairs of the Chapter, subject to approval by the general membership at regular meetings. The Committee shall actively recruit and mentor new members and seek new Board members.

The President shall have general supervision of the affairs of the Chapter, preside over meetings, appoint committees, and sign official documents.

The Vice President shall perform the duties of the President in their absence, oversee meetings and programs, and prepare the annual budget.

The Secretary shall maintain records, prepare meeting minutes, and handle official communications and notices.

The Treasurer shall manage finances, collect dues, prepare financial reports, and maintain membership records.

Directors shall assist officers, serve on committees, and support Chapter functions as assigned.

Vendor Representatives shall attend meetings, assist with events and programs, and serve as liaisons with the vendor community.

BYLAWS ARTICLE V – MEETINGS

The Executive Committee shall meet at the call of the President and at least once each quarter. Notice of such meetings shall be provided at least one week in advance. A quorum for Committee meetings shall consist of six (6) members.

General membership meetings shall be held at times and locations determined by the Executive Committee. Notice shall be provided at least two weeks in advance. A quorum shall consist of ten (10) members.

In all matters not covered by these By-Laws, Roberts Rules of Order shall prevail.

BYLAWS ARTICLE VI – EXPENSES

Any member acting under the direction of the Board of Directors or the Executive Committee shall be reimbursed for legitimate expenses incurred on behalf of the Chapter, provided such expenses are pre-approved. All expenses shall be subject to approval by a simple majority vote of the Board. Authorized Board members must sign all checks issued by the Chapter.

BYLAWS ARTICLE VII – STANDING COMMITTEES

Standing committees shall include By-Laws, Budget, Membership, Nominating, Education and Training, Program, Scholarship, and Policy and Guidelines. The President shall appoint committee chairpersons at the first meeting of the calendar year and may appoint additional committees as necessary.

BYLAWS ARTICLE VIII – GENERAL

The Executive Committee shall maintain a Director’s Handbook containing Chapter officers, history, committees, policies, procedures, and other relevant information necessary for the operation of the Chapter.

BYLAWS ARTICLE IX – STATE BOARD REPRESENTATION

Members serving on the State Board of Directors shall be appointed by the Chapter President and approved by the Executive Committee. Such representatives shall keep informed of Chapter activities and may attend Chapter meetings. No representative shall serve more than four (4) consecutive years unless no other member is available, and must wait two (2) years before being eligible for reappointment.

BYLAWS ARTICLE X – AMENDMENTS

Amendments to the By-Laws may be proposed by written petition signed by not less than twenty-five percent (25%) of the voting members, or by resolution of the Executive Committee. Adoption shall require a two-thirds (2/3) vote of members present at a general meeting. Proposed amendments must be presented to the membership at least one month prior to voting.