CAROLINAS CHAPTER 31
INTERNATIONAL RIGHT OF WAY ASSOCIATION
ARTICLE I – GENERAL
Section 1. The name of this chapter shall be Carolinas Chapter 31, International Right of Way Association.
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 Chapter 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 the 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 or expelled
from this Chapter and from said Association on such grounds and in the same manner provided for in the
Section 4. This Association being non-political, non-partisan and non-sectarian, no member shall present
himself or herself as a representative of the Association without proper authorization from the Association. In
any presentation wherein a member is in anyway identified as member of the Association, said member shall
specifically indicate that the opinions expressed represent only private opinions and are not intended to
reflect policy positions of the Association or this Chapter.
Section 5. The administrative year of this chapter shall be from July 1 to June 30
ARTICLE II – MEMBERSHIP
The classes of membership in this Chapter and the requirements for such membership shall be those
established in the International Bylaws of the International Right of Way Association.
ARTICLE III – MEETINGS
Section 1. Regular meetings of this chapter shall be held at the time and place designated by the President.
Regular meetings shall be held at least four times each calendar year at intervals not less than 28 days
apart. A scheduled regular meeting, except the annual meeting, may be postponed by the President with the
concurrence of a majority of the Chapter Executive Board.
Section 2. An annual meeting of the members of this Chapter shall be held prior to the fifteenth day of the
second to last month (May) of each administrative year. Annual reports of all officers and committees will be
presented at that time. Chapter officers, including International Directors, for the coming year shall be elected
at said meeting and such other business as may be presented may be conducted.
Section 3. Special meetings may be called at any time by the President and shall be called upon receipt of a
written or electronically transmitted request of four members of the Chapter Executive Board or ten active
members of the Chapter.
Section 4. Notice of all meetings shall be given to the active members in writing or via electronically
transmitted communications or by telephone at least five days prior to such meeting.
Section 5. Seven active members or ten percent (10%) of the active membership of the chapter, whichever is
larger, shall constitute a quorum.
ARTICLE IV – OFFICERS
Section 1. The officers of this Chapter shall be a President, Vice President, Secretary, and Treasurer,
together with such other officers as may be appointed by the President with the concurrence of the Executive
In addition to the officers listed above, there shall be elected each year from the active membership of the
Chapter, one member to serve as a member of the International Board of Directors of the International
Right of Way Association. Said International Director shall be elected for a two-year term so as to comply
with the International Bylaws providing for two directors from each Chapter.
Section 2. Except 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; the officers so elected and appointed
shall serve for one year beginning at the start of the administrative year or until their successors are duly
elected or appointed and installed.
Section 3. If the office of International Director shall be vacant, the Chapter shall, at an election scheduled
for and held at the next regular meeting of the chapter following the date the vacancy occurs, elect a Director
to hold the office during the unexpired term. If the Chapter fails to elect a new Director and to certify such
election to the International Secretary prior to the next meeting of the International Board of Directors, the
International Board of Directors, by a majority vote of those members in attendance, shall elect a Director
from the membership of the chapter present at the International Board of Directors meeting who shall hold
office for the unexpired term.
If the office of the President shall become vacant, the Vice President shall immediately succeed to the
duties and office of President. In the event of a vacancy in any other office except the offices of Vice
President or International Director, said office shall be filled by the President from the active members of
the Chapter with the concurrence of the Chapter Executive Board.
Section 4. No officer may be re-elected to the same office until two years have elapsed following the end of
the term to which elected, provided, however, that this limitation shall not apply to the office of Secretary,
Treasurer or International Director.
Section 5. The officers of this organization shall perform duties as herein set forth.
A. International Directors.
The International Directors shall act as liaison between the International and
Chapter structures of the Association working in close cooperation with the Regional Chair and Vice
Chair. They shall inform the Chapter Executive Board of all actions and activities occurring at meetings
of the International Board of Directors and of such other matters as may come to their attention. They
shall attend the annual meeting of the International Board of Directors and cast the Chapter’s votes. The
failure of a Director to attend the International Board of Directors meeting shall constitute his or her
The President shall be the chief Executive Officer of the Chapter and ex-officio member of all
committees and shall, subject to the control of the Executive Board, have general supervision, direction
and control of the business and officers of the Chapter. The President shall preside at all meetings of the
chapter and of the Executive Board, and shall have the general powers and duties usually vested in the
office of President, and such other powers and duties as may be prescribed by the Bylaws of the
Association, this Chapter or the Chapter Executive Board.
C. Vice President.
The Vice President shall have the general powers and duties of a Vice President; shall
act as President in the case of the absence or disability of the President; shall advise and assist the
President when called on to do so, and shall perform such other duties as may be required by the
Executive Board. In case the office of President becomes vacant, the Vice President shall become
The Secretary shall keep a book of minutes of all of the meetings of the Chapter and the
Executive Board, shall carry on all correspondence of the Chapter and shall perform such duties as may
be required by the Executive Board.
The Treasurer shall receive all funds of the Chapter and keep a proper record thereof, shall
deposit them in a convenient responsible bank, and shall disburse them only upon receipt of proper
authority from the Chapter Executive Board. The Treasurer shall provide financial reports as required by
the IRWA Headquarters in a timely fashion. The Treasurer shall perform such other duties as are
delegated to that officer by the Chapter’s Executive Board.
ARTICLE V – EXECUTIVE BOARD AND COMMITTEES
Section 1. Executive
ARTICLE V – EXECUTIVE BOARD AND COMMITTEES
Board. The elected Chapter officers, immediate Past President, and the Committee
Chairpersons 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.
Section 2. Quorum. Seven (7) members of the Executive Board, if including at least three officers of the
Chapter, shall constitute a quorum of the Executive Board for the transaction of business. In the absence of
the Secretary, a Secretary pro-tem shall be appointed by the presiding officer.
Section 3. Committees. There shall be in this Chapter, certain standing committees as provided in this
Article. Unless specifically provided otherwise herein, the Chairperson and members of each standing
committee shall be appointed by the President immediately after taking office. They shall be appointed from
the active members of the Chapter to serve at the pleasure of the President. The President, or in case of the
disability or absence of the President, the Vice President, shall be an ex-officio member of each standing
Section 4. Committee on Nominations and Elections. A Committee on Nominations and Elections shall be
appointed by the President not later than the end of the seventh month of the administrative year and shall
consist of a Chairperson and at least three members. This committee shall present and recommend a slate
of officers to the membership for their consideration not later than the ninth month (
) of the
Section 5. Professional Development Committee. There shall be in this Chapter a Professional Development
Committee, consisting of (either 3 or a multiple of 3) members, each of whom shall be elected or appointed
for a three-year term. The Chairperson of said chapter Professional Development Committee (PDC) must
have attained the designation of Senior Member -International Right of Way Association and the other
members of the PDC, if not designated as Senior Member, should be an SR/WA Candidate or possess an
IRWA Discipline Certification whenever possible.
Section 6. Education Committee. There shall be in this Chapter an Education Committee, consisting of
(either 3 or a multiple of 3) members, each to be appointed by the President for a three-year term; provided,
however, that at the time of the initial appointment of the membership of said committee, that one-third of
said members shall be appointed for a one year term, one-third for a two year term, and remaining one-third
for a full three year term.
Section 7. Membership Committee. There shall be in this Chapter a Membership Committee, consisting of a
Chairperson and others as desired, appointed by the President.
Section 8. There may be such other standing or ad hoc committees as the Executive Board shall from time
to time determine to be necessary, provided, however, that there shall be established in this Chapter
committees corresponding to those certain International Committees designated for Chapter counterparts by
the International Board of Directors or the International Executive Committee.
IRWA Chapter Bylaws – August 2010
ARTICLE VI – DUES
Section 1. Annual dues of active members of this Chapter shall be such sum as is provided by the
International Bylaws of this Association as and for the annual per capita assessment plus the sum for
Chapter dues which may from time to time be established by the Executive Board.
Section 2. In addition to the dues required herein, all applications for new active membership shall be
accompanied by an application fee which may be established by the International Executive Committee.
Section 3. Annual dues of Associate Members of this Chapter shall be an amount which may be established
by the Executive Board.
Section 4. Annual dues of Retired Members, with magazine, of this Chapter, shall be an amount established
by the Executive Board.
Section 5. Annual dues of Retired Members, without magazine, of this Chapter, shall be an amount
established by the Executive Board.
ARTICLE VII – RULES OF ORDER
Robert’s Rules of Order are hereby adopted as the rules for the procedure and conduct of all meetings of this
Chapter and of its Executive Board and Committees, except as otherwise specifically provided in these
ARTICLE VIII – AMENDMENTS
These bylaws may be repealed, amended or new bylaws adopted at any regular meeting of the Chapter by
an affirmative two-thirds vote of the active members present after the same has been sent by mail or via
electronic transmission to active members of the chapter at least 10 days prior to the meeting. Said action by
the Chapter shall not become effective until approved by the International Executive Committee or its
ARTICLE IX – INTERNATIONAL ORGANIZATION
Nothing in these Bylaws shall be interpreted to be inconsistent with the Articles of Incorporation or the
International Bylaws of the International Right of Way Association.
Eric Finn ____________________________ Date: ___April 29, 2010____________
International General Counsel
International Right of Way Association
ADOPTION OF BYLAWS
WHEARAS, Chapter 31 of the International Right of Way Association desires to update its Bylaws to conform
to the suggested Association format and to reflect procedural practices suggested by its Executive Board;
NOW THEREFORE, Be it resolved that These Bylaws adopted by Chapter 31 on this
27th day of August, 2010 be effective and replacing all previous Bylaws from this day forward.