ARTICLE I NAME

ARTICLE II PURPOSES

Section 1

The name of the chapter shall be “Maintenance Superintendents Association, Central Valley Chapter.” The chapter shall be operated under the authority of the MSA Constitution.

Section 2

The organizational boundaries and area of operation for local matters shall consist of the following counties in the State of California:

Kern Tulare Kings Fresno

Madera Mariposa Merced Stanislaus

Section 1

Section 2

The purposes of this chapter shall be: To engage in any activity or function, within the practical limits of the chapter, which will serve to foster and develop improved operating principles and standards for the efficient and economical maintenance and operation of public works facilities and services, and the administration of all related work; to disseminate practical and technical knowledge related thereto through the interchange of information, experience, and opinion; to aid in developing professionalism through educational opportunities which are designed to improve the technical skills in the management of public employees, and in the maintenance and operation of public works facilities and services; and to foster understanding and cooperation between public employees and officers or employees of public utilities, and employees of firms, partnerships, and corporations which have interests in the field of public works.

The chapter is not organized for profit, and no part of the earnings shall inure to the benefit of any member or officer except as compensation for necessary expenses actually incurred and authorized.

Section 3

Section 1

Section 2

In pursuance of the chapter purposes, all activities shall be consistent with high standards of ethics and shall not include any items of a political character.

ARTICLE III MEMBERSHIP

Regular Member: An officer or employee serving in a leadership role for a governmental agency, engaged in the maintenance and operation of public works facilities.

Associate Member: An officer or employee serving in a leadership role or public relations capacity for a public utility company.

Vendor Member: A firm, partnership, or corporation which is engaged in the manufacture or sale of materials, equipment, services, or supplies utilized by governmental agencies in connection with public works facilities, and is represented by an officer or employee serving in a supervisory capacity, or serving as a sales representative.

Honorary Member: An individual who has performed an outstanding public service or an outstanding contribution that furthers the purposes of the chapter, and who is so designated to receive this honor by the Executive Committee.

Section 3

Section 4

ARTICLE IV EXECUTIVE COMMITTEE

Section 1

Section 8

Section 7

Section 5

Life Member: An individual who has been a Regular, Associate, or Vendor Member for a period of at least five years, but who is no longer actively engaged in such service, and who is designated to receive this membership by the Executive Committee.

Section 6

Privileges:

(A) The privilege of holding office shall be limited to Regular Members and Associate Members except that Vendor Members shall have the right to hold the offices of Secretary and/or Treasurer-Bookkeeper with the prior approval of the MSA Executive Board

(B) The privilege of voting shall be limited to regular; Associate, and Life Members, except that one Vendor Director shall have the right to vote on the Executive Committee.

(C) Honorary and Life Members shall be exempt from payment of annual dues.

(D) Honorary and Life Members may be granted a thirty (30) percent price reduction when they or their spouse or significant other participate in a monthly meeting or other events designated by the Executive committee.

Section 3

A member who has become separated from public works maintenance activity, or has retired, or is not actively engaged in public works activity for a reason satisfactory to the Executive Committee, may be resolution of the Executive Committee be retained in his or her status provided he or she continues his or her membership in good standing.

The Executive Committee upon the written request of three Regular or Associate members or upon its own initiative, May by a two-thirds vote of the Executive Committee present, expel any member for cause. The cause consisting of action or behavior detrimental to the chapter, its purposes, or to the reputation or standing of its membership. Such action shall be taken only after a hearing at which the member shall be given the opportunity to appear in his or her own defense, or to reply in writing to the charges.

Section 4

Section 3

Section 1

Section 5

Section 2

The governing body of this chapter shall be the Executive Committee, Twelve (12) in number and made up as follows:

(A) President – who shall serve as Chair

(B) Vice President

(C) Most recent, living, Past President

(D) Secretary

(E) Treasurer – Bookkeeper

(F) Four (4) Directors from the Regular and Associate Membership

(G) One (1) Director from the Vendor Membership

(H) Two Chapter Delegates to the MSA Board of Directors

The selection of the Executive Committee shall be chosen as follows:

The Executive Committee shall be responsible to the membership for the management of the affairs of the chapter and for the promotion of the chapter’s purposes. It shall have the power to propose by 2/3 majority vote, such By-Laws as are necessary for the government of the chapter.

(A) Officers and Directors shall be elected for two (2) year terms at the Bi-annual election of officers, or they may be re-elected at the discretion of the voting membership.

(B) Vendor Directors shall be elected by the Vendor Membership to two-year terms at the time of the Bi-annual election of officers.

Any vacancy occurring on the Committee by reason of resignation, illness, or death, shall be filled by the appointment of a member to the unexpired term. Such appointment shall be made by the President and approved by the Executive Committee.

The Executive Committee shall meet quarterly at a site to be selected by the President.

ARTICLE V OFFICERS

The officers of the chapter shall be Regular or Associate members elected as provided in Article X, or appointed by the Executive Committee as provided herein, and shall consist of:

The President shall participate in discussions and vote on motions in the Executive Committee; shall act as Chair of the Executive Committee and shall preside at meetings of the members, except as otherwise ordered by the committee. He or she shall appoint such standing or special committees as he or she shall consider necessary or as instructed by the Executive Committee, and shall be, ex-officio, a member of such committees. He or she shall be responsible to the Executive Committee for the functioning of those committees. He or she shall sign on behalf of the chapter all deeds, contracts and other formal instruments and shall perform other duties as may from time to time as assigned to him or her by the Executive Committee.

The Secretary shall participate in discussions and vote on motions in the Executive Committee; shall conduct its correspondence; shall give notice of and keep minutes of all meetings; shall be responsible for all records; shall be responsible for the corporate seal, and shall attest all instruments; and perform other duties, from time to time, as assigned by the President

The Vice President shall participate in discussions and vote on motions in the Executive Committee; shall have and exercise all of the powers of the President in the event of his or her absence or inability to act. The Vice President shall become President in the event of a vacancy occurring in the office of the President, the unexpired term. The Vice President shall oversee they physical and financial arrangements for the monthly meetings and will coordinate the Workshop topics with the meeting host; and perform other duties, from time to time, as assigned by the President.

The four (4) Regular Directors shall participate in discussions and vote on motions in the Executive Committee; chair or serve on committees as requested by the President; coordinate door prize drawings; be responsible for the maintenance and transportation of the portable public address system; and perform other duties, from time to time, as assigned by the President.

(A) President

(B) Vice President

(C) Secretary (See Article III, Section 6A)

(D) Treasurer – Bookkeeper (See Article III, Section 6A)

Section 1

Section 2

ARTICLE VI DUTIES OF OFFICERS AND DIRECTORS

Section 4

Section 5

Section 6

Section 7

Section 8

The Treasurer-Bookkeeper shall participate in discussion s and vote on motions in the Executive Committee; shall exercise authority in all financial matters in accordance with the By-Laws and resolutions as may be adopted by the Executive Committee; shall furnish such periodical financial statements as may be required by the Executive Committee; shall have custody of all funds, bonds, stocks, deeds, and other documents of the chapter and to that end may determine the method of depositing and safe keeping of the funds and securities and the system of financial records. The Treasurer-Bookkeeper shall assist the President and Vice President with the preparation and implementation of the draft and final annual budget. The Treasurer shall be responsible for preparing and submitting the annual financial report in a timely manner to MSA Executive Board; and perform other duties, from time to time, as assigned by the President.

The on (1) Vendor Directors shall participate in discussions in the Executive Committee with on (1) Vendor Director having the right to vote; provide information and insights to the Executive Committee from the perspective of the Vendor Members; and participate on committees as assigned by the President.

The two (2) Executive Board Representatives shall participate in discussions and vote on motions in the Executive Committee; represent the interests of the Chapter at MSA Executive Board meetings; coordinate exchange of complete and accurate information from Executive Board meetings, discussions, and decisions, to the Chapter Executive Committee and the general membership; may serve as Executive Board Officers and on its committees; and perform such other duties as assigned by the Chapter President.

ARTICLE VII MEETINGS

The most recent Past President shall participate in discussions and vote on motions in the Executive Committee.

All records, documents and other items shall be transferred to the incoming officers within thirty (30) days after installation.

Section 9

Section 1

Section 2

Section 1

Meetings shall be held Bi-monthly unless otherwise directed by the Executive Committee. The Location of the meetings shall be rotated throughout the Chapter area. A public agency or vendor organization, represented by a member, shall host the meeting.

The Secretary for distribution shall prepare the minutes of the prior meeting and the notice of the subsequent meeting to the membership and State Board.

ARTICLE VIII QUORUM

A majority of the Executive Committee shall constitute a Quorum thereof. For a regular meeting, Regular, Associate, and Life members shall constitute a Quorum.

ARTICLE IX MEMBERSHIP AND FEES

Section 1

The annual fees for the various classes of membership shall be as determined from time to time by the Executive Committee. Service fees are payable annually in advance. Nonpayment of service fees, for period of (6) months, shall be treated as equivalent to resignation, except in the extenuating circumstances approved by the Executive Committee. The name of the member shall be removed from the rolls of the chapter, provided at least (4) weeks’ notice is given.

ARTICLE X ELECTION OF OFFICERS

Section 1

Names of the candidates selected shall be presented to the membership at least ten (10) days prior to the election.

Section 2

Elections of Officers. Officers shall be elected by the membership during the regular November meeting for a term of two (2) year; the term shall begin January 1 and expire December 31 of each year. Nominations from the floor, at the election meeting, shall be accepted.

ARTICLE XI SEAL

Section 1

Section 1

The chapter shall have a seal that shall bear the legend “Maintenance Superintendents Association, the Secretary shall be responsible for the seal.

ARTICLE XII AMENDMENTS

Amendments to these By-Laws may be proposed either by initiatory petition submitted to the Executive Committee in writing and signed by not less than 25% of the voting members, or by resolution of the Executive Committee. The proposed amendment shall be submitted to a vote of the membership. An affirmative vote of 2/3 of the membership voting shall be necessary for adoption of the proposed amendment.