Institute of Transportation Engineers
Transportation Engineering Association of Metropolitan St. Louis (TEAM) Chapter Charter
ARTICLE I - PREAMBLE
Section 1.1 - As authorized by the Constitution of the INSTITUTE OF TRANSPORTATION ENGINEERS, INC., hereinafter referred to as the Institute, The MOVITE Section hereinafter referred to as the Section, as recorded in the minutes of the Section Board meeting on April 24, 2002, grants this Charter for the TRANSPORTATION ENGINEERING ASSOCIATION OF METROPOLITAN ST. LOUIS (TEAM) Chapter of the Institute, hereinafter referred to as the Chapter.
Section 1.2 - This Charter shall be effective upon Institute approval and shall remain in effect, including any amendments, until rescinded by the Chapter Board.
Section 1.3 - This Charter shall, on the date it becomes effective, supersede any previous charter or constitution of a Chapter enrolling members from the designated area and shall annul any by-laws of such a Chapter which may be in conflict with it.
ARTICLE II - AREA AND PURPOSE
Section 2.1 - The area designated as that of this Chapter shall be the city of St. Louis; the Missouri counties of St Louis, St. Charles, Jefferson, and Franklin; and the Illinois counties of Madison, Monroe and St. Clair, or as the area shall be established from time to time by the Section Board, or as the area shall be established from time to time as an outcome of amendments to the area designated as the Section by the Board of Direction of the Institute, as described in the attachment(s) hereto.
Section 2.2 - To assist in advancing the purposes shown below, this Chapter shall be exclusively administered and operated to receive, administer, and expend funds for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.
- advance the objectives of the Institute;
- foster closer association of Institute members;
- encourage members to prepare or discuss papers;
- prepare suggestions on matters of policy to the Board of Direction of the Institute;
- consider local transportation and traffic engineering problems;
- cooperate with other local engineering groups on matters of common interest;
- present the transportation and traffic engineering point of view consistent with established Institute policies; and
- encourage the introduction of transportation and traffic engineering courses in colleges, universities, and technical schools in the Chapter.
Section 2.3 -Notwithstanding any other provisions of this Charter, the Chapter is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Internal Revenue Code 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.
Section 2.4 -No part of the net earnings of this Chapter shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, director, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization.
Section 2.5 - No substantial part of the activities of the Chapter shall be carrying on propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Internal Revenue Code 501(h)] and it does not participate in, or intervene in (including publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Section 2.6 - In the event of dissolution, all of the remaining assets and property of the Chapter shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revenue Code of 1986.
Section 2.7 - In any taxable year in which the organization is a private foundation as described in Internal Revenue Code 509(a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under Internal Revenue Code 4942, and the organization shall not
- engage in any act of self-dealing as defined in Internal Revenue Code 4941(d);
- retain any excess business holdings as defined in Internal Revenue Code 4943(c);
- make any investments in such manner as to subject the organization to tax under Internal Revenue Code 4944; or
- make any taxable expenditures as defined in Internal Revenue Code 4945(d) or corresponding provisions of any subsequent Federal tax law.
ARTICLE III - MEMBERSHIP
Section 3.1 -Any Institute member who resides within the area designated for the Chapter, and who is in good standing with the Section, may be a member of the Chapter.
Section 3.2 - Any Institute member may become a member of the Chapter, without residing in the Chapter area, upon approval of the Chapter Executive Board and upon payment of Chapter fees and dues.
Section 3.3 - The Chapter may adopt one or more types of Chapter affiliation for persons who are either:
- not eligible to be voting members of the Institute but who are accumulating experience toward Institute membership;
- in sub-professional work in transportation or traffic engineering;
- students in a recognized engineering school;
- professionally engaged in related fields; or
- in a position to work with and assist transportation or traffic engineers by virtue of official positions or commercial employment.
Section 3.4 -All persons who are affiliated with the Chapter as provided in Section 3.3 shall be clearly identified as "Chapter Affiliates" and not as members of the Chapter. The Chapter Executive Board shall submit the names and addresses of all "Chapter Affiliates" to the Institute prior to February 1 of each year.
Section 3.5 - The Chapter by-laws shall establish the manner in which persons may apply for or be invited into Chapter membership or affiliation as well as the manner in which such membership or affiliation may be terminated, but no restrictions on Chapter membership shall be placed on any voting member of the Institute other than those stated in Section 3.1 or 3.2.
Section 3.6 - Members of the Chapter shall be entitled to the privileges of the Chapter specified in the Chapter by-laws. Student members of the Institute and Institute Affiliate members may not vote or hold elective office in the Chapter. Chapter Affiliates shall be entitled to the privileges of the Chapter and may vote and/or hold elective office in the Chapter as specifically provided in the Chapter by-laws.
Section 3.7 – Chapter Honorary Affiliate Membership can be granted at the discretion of the Chapter’s Board of Direction for Chapter members and affiliates who are retired and served through the directors positions. Chapter Honorary Affiliate Member shall be entitled to all of the privileges of the Chapter, except that they may not hold elective office.
ARTICLE IV - GOVERNMENT
Section 4.1 - The government of the Chapter shall be vested in Elective Officers and Directors, who shall constitute an Executive Board. The Chapter by-laws shall specify the Elective Officers and Directors of the Chapter provided that the Elective Officers shall include a president, at least one vice president, a secretary and a treasurer or a secretary-treasurer.
Section 4.2 - The Executive Board of the Chapter shall manage the affairs of the Chapter in conformity with the provisions of this Charter, the by-laws of the Chapter, the policies of the Institute, and the policies of the Board of Direction of the Institute.
Section 4.3 - The Chapter shall adopt by-laws setting forth the structure of the Executive Board and providing the manner of nominating, electing, or appointing Elective Officers and Directors of the Chapter and specifying their terms of office.
Section 4.4 - The Chapter shall also adopt by-laws to govern appointment of committees, number and times of meetings, assessment of fees and dues, method of amending by-laws, and such other matters as the Chapter may desire, provided such by-laws do not conflict with this Charter, the Section Charter, the Constitution of the Institute, the policies of the Institute, or the policies of the Board of Direction of the Institute.
Section 4.5 - The by-laws of the Chapter may be adopted, and amended after adoption, only if the proposition is submitted in writing to all voting members of the Chapter at least thirty (30) days in advance of the date on which action is proposed. Adoption and amendment shall require an affirmative two-thirds vote of those voting. Chapter by-laws shall be filed with the Section Board and the Institute within thirty (30) days after adoption or amendment and shall take effect upon being filed with the Section Board.
Section 4.6 - At any time the Section Board may annul any part of the Chapter by-laws which it considers to be contrary to the Chapter Charter, the Section Charter, the Constitution of the Institute or the best interests of the Section or the Institute, by giving notice in writing to the Chapter Executive Board.
ARTICLE V - RELATION OF CHAPTER TO SECTION AND INSTITUTE
Section 5.1 - The Chapter shall not speak for the Section or the Institute unless authorized in the particular matter by the Section Board or the Board of Direction of the Institute, respectively.
Section 5.2 - The Chapter shall not identify itself with national groups or organizations but may identify itself with local or area-wide groups or organizations.
Section 5.3 - Names and addresses of Elective Officers and Directors of the Chapter and the dates on which the term of each begins and expires shall be reported in writing by the Chapter Executive Board to the Section Board, to the Section Director(s), and to the Institute within thirty (30) days after election or appointment.
Section 5.4 - The Chapter Executive Board shall submit a written annual report to the Section Board prior to January 15 of each year. The report shall include a summary of the Chapter's activities for the previous year.
Section 5.5 - The Section and the Institute will not be responsible for debts contracted by the Chapter, or give financial assistance to the Chapter. No dues or fees will be required to be paid by the Chapter to the Institute or the Section.
ARTICLE VI - AMENDMENT OF CHARTER
Section 6.1 - The Section Board may amend or rescind this Charter. The Chapter Executive Board will be notified in writing by the Section Board of any proposed amendment to, or rescission of, this Charter so that the Chapter may have an opportunity for a hearing before the Section Board concerning the proposed amendment or rescission. An amendment, with or without change, shall be submitted by the Section Board to the Board of Direction of the Institute for approval. Rescission of the approved amendment shall become effective on the date determined by the Section Board.
Section 6.2 - The Chapter Executive Board may petition the Section Board to amend this Charter. The Section Board shall meet and act on the petition within six (6) months of its receipt. If the petition is approved, the Section Board shall then petition the Board of Direction of the Institute for approval of the proposed amendment. The Board of Direction of the Institute shall act on this petition in the same manner as provided for amending the Section Charter. Amendments to the Chapter Charter initiated by petition from the Chapter Executive Board shall become effective upon approval by the Board of Direction of the Institute.