AMERICAN PUB」IC WORKS ASSOCiATION

WEST SLOPE BRANCH

BYLAWS

ARTICLE I - NAME AND JURISDICTION

sEC丁ION l, The name of the o「ganization shall be the West SIope B「anch, he「einafter calied

the B「anch, Of the Co-orado Chapte「, Ame「ican Public Works Association’he「einafte「 cailed

APWA. The territory included within the jurisdiction of this Branch shall be the inco「PO「ated and

unincorporated portions of the counties of A-amosa, Archu!eta’Chaffee, Conejos, Cos刷a’

Delta, DoIores, Eagle, Garfeld, G「and’Gunnison, Hinsdaie・ Jackson, La Plata’Lake’Mesa’

Minerai, Moffat, Montezuma, Mont「ose, Ouray, Park, Pitkin’Rio Blanco’Rio G「ande, Routt’

Saguache, San Juan】 San Miguei, and Summit in the state of CoIorado・

ARTICLE = - MISSION AND PURPOSE

sECTION l, The purposes of this Branch a「e to cause and sha「e with ou「 COmmunity, the

advancement of the theory and p「actice of the design, COnStruCtion’ maintenance’

administ「ation and ope「ation of pubIic wo「ks fac輔es and services; the dissemination of

information and experiences; the p「omotion of improved p「actices in public wo「ks

administration; the expectation that a一一member pub-ic works o醐als w紺adhe「e to high

professjona- and ethica- standards; and the professionaI and socia=mp「OVement Of its

members, aS Set forth in the “Rules Governing Chapters of the Ame「ican Pubiic Works

Association.”

sEC丁!ON 2. The Branch shall engage in a p「ogram Of activities designed to furthe「 the

purposes of APWA within its jurisdiction inc-uding, but no川mited to’the scheduling of 「egular

meetings of its membership" Such p「ograms and activities shall be consistent with the mlSSiOn,

and adopted goais of APVVA’the a軸ate chapter and sha冊Ot inciude the endo「Sement Of items

of a pa面San, PO-itical, Or business nature inconsistent with the mission, Vision’and adopted

goaIs of APWA・

sECTION 3, The Branch is not o「ganized fo「 p「ofit’and ea「nings shall not directly benefit any

B「anch member or Officer except as comPenSation fo「 services 「ende「ed or for 「eimbu「Sement

of necessa「y expenSeS aCtua=y incu「「ed・

ARTICLE I‖ - MEMBERSH書P

sEC丁ION l, Members of APWA residing in the West SIope Branch ter「itory specified in ArticIe

l, Section l, Sha-I be members ofthe Branch and shal- hold the same type of membe「Ship in the

Branch that they hold in APWA. Members of APWA 「esiding outside the West SIope Branch

territory specified in Article l’Section l, may e-ect to be members of the West Siope Branch and

shaIi hoId the same type of membership in this B「anch tha=hey hold in APWA but shali be a

membe「 of oniy one B「anch・

APWA West Siope B「anch Bylaws

Page l of8

SECTION 2. Crite「ia fo「 and g「ades of membe「Ship shall be as p「escribed by the ByIaws of

the Ame「ican Pubiic Wo「ks Association,

ARTiCしE IV - FISCAL AND ADMINISTRATIVE YEARS

SECTiON l. The fiscaI year of the Branch sha= be from July l through June 30 or consistent

With the fiscal yea「 of the Chapter.

SECTION 2,丁he administ「ative yea「 Ofthe Branch sha= be f「om Janua「y l to Decembe「 31.

ARTICしE V - EXECUTiVE COMMITTEE

SECTiON l。 The gove「ning body of the Branch sha= be the Executive Committee, COnSisting

Of:

a. The O冊Ce「S Ofthe Branch,

b. The B「anch Di「ectors.

SECTiON 2, No pe「son sha= be nominated, elected, O「 aIIowed to be a membe「 Of the West

SIope Branch or serve on the Executive Committee unIess he or she holds cur「ent membe「Ship

inAPW仏,

SECTION 3。 In the event of a vacancy on the Executive Committee the remainlng members of

the Executive Committee shal! have the power to seIect a B「anch member to fiii the unexpired

te「m of o鮒ce,

SECTiON 4. The B「anch Executive Committee sha= manage al=he affai「S Of the Branch in

accordance with the 「uies and 「eguIations of the Boa「d of Di「ecto「s of APWA, the `くRules

Gove「ning Chapters of the American Pub=c Wo「ks Association”’and any Branch o「 Chapter

「uies that may exist.

SECTION 5, The Executive Committee sha= have the powe「 to cont「act with an Executive

Directo〃Branch Administrator whose duties and compensation sha= be as specified by the

Executive Committee in an approved and executed cont「act that sha= have been previousiy

approved by APWA Nationa上

SECTiON 6. P「ovlded a quorum as de師ed in A巾CIe X is p「esent, an a冊「mative vote of a

simpie majority of the Executive Committee membe「S PreSent at any regula「 or duIy ca=ed

meeting sha= be required to pass any motion consistent with this or any othe「 PrOVision of the

B「anch Bylaws unless othervise provided in these Bylaws.

SECTION 7. ShouId a motion that has been previousIy debated at a meeting of the Executive

Comm請ee where no action was taken o「 a motion that has not been previousIy debated arise

「equl「-ng -mmediate action, the Chajr can put the motion to a vote by means of eiectronic ba=otjng

as add「essed in the Rules Gove「ning Chapte「S Of the American Public Works Association.

SECTION 8. The Secretary sha= reco「d, aS a Part Of the minutes of the Executive Comm輯ee

meeting immediately foliowing the voting, the means and results of the voting and the names of ali

Executive Comm冊ee membe「s participating.

APWA West Siope Branch ByiawsPage2of8

ARTICLE V看賀OFFtCERS AND DiRECTORS

sECTION l. The Branch sha-1 have as its Offieers, a Chai「・ a Chair-Elect, a Secretary’a

Treasure「, and the Immediate Past Chair. The Branch sha一一have five (5) Branch Directo「S, One Of

whom shaIl be designated by the B「anch to be a directo「 Of the CoIo「ado Chapter"

sEC丁ION 2, The Chair shall be the Chief Elected O冊cer ofthe Branch and shali serve a te「m

of two years. He/she sha岬reside at all Branch and Executive Committee meetings and shall

chair the B「anch Executive Committee" He/She sha旧SSue the cal=or regula「 Or SPeCial

Executive Committee meetings. He/She sha-1 sign a-1 contract documents for the B「anch at the

di「ection of the Executive Committee, aPPOint the Chairs of all Committees) Standing and

specia一, and be an ex-O軸o member of each Committee. He/She shaII see tha=hese

committees function and shali coope「ate with the Committee Chai「s to that end・ He/she sha!l

perform such other duties as may from time to time be assigned to him/he「 by the Executive

committee. The Chair shalI serve ex-O鵬io as a member of the CoIo「ado Chapter Boa「d of

sECT!ON 3,丁he Chai「-Elect, Who sha一一have p「eviously served as an O冊cer o「 Di「ecto「, Shali

be elected to serve a term Of two years and sha-I assume the o冊Ce Of Chai「 upon the

comp-etion of the term of office of Chai「-Elect and serve as Chai「 fo「 two years. The Chai「-Elect

shalI be 「esponsible fo「 a「「anging the tentative p「og「am of activities for the cur「ent

administ「ative yea「, Shal- perform such other duties as assigned by the Chair o「 the Executive

committee and shall act for the Chair in the Chair's absen∞ Or When the Chai「 is unabie to

perfe「m the duties of the office’aS dete「mined by the Executive Committee.

sECT書ON 4,丁he Secretary shaII be elected to serve a term Of two yea「S and shall keep all

「eco「ds and correspondence of the B「anch・丁he Sec「etary sha!l p「epa「e a written reco「d of the

proceedings of the Executive Committee and any fo「mal p「OCeedings of the B「anch. The

sec「eta「y sha一一PrePare and submit to the Chapter and APWA such reports as may be 「equi「ed.

At the expi「atio= Of the term of o冊Ce’the Sec「eta「y sha旧urn ove「 to his/her successo「, all books,

「eco「ds, PaPe「S, eXeCuted contracts, documents' Or Othe「 p「operty of the Branch in his/he「 CuStOdy.

sEC丁ION5. The Treasure「 sha一一be e-ected to serve a term Of two years and shail have

custody of the funds, SeCu「ities, and othe「 vaIuable e什ects in the name of and to the credit of

the B「anch, The T「easure「 shall receive a-I monies due the B「anch’depositing them in a bank or

in othe「 safe and secure investments app「OVed by the Executive Committee, aii of which shali

be in the name ofthe Branch. A-1 checks and vouchers must be signed by the T「easure「・ Up to

two o[her o冊cers of the West SIope Branch and the CoIorado Chapter T「easu「er shaII also be

empowe「ed to sign checks and vouche「s in the even=hat the Branch Treasu「e is unavailabie.

The Treasure「 sha-1 prepare and submit financia一「eporfe at each meeting of the Executive

committee and shall prepa「e necessary documents to be reviewed by the Chapte「 Audit

comm阻ee,丁he Treasure「 sha一一PrePa「e and submi=o the Coiorado Chapte「 SuCh reports as

may be required. At the expi「ation of the T「easu「er’s te「m of o冊ce, the T「easurer sha旧urn ove「 to

his/her successor ail books, PaPe「S, mOney, SeCurities, and other vaIuable effects belonging to the

Branch, taking a receipt therefo「e from the successor"

sECTION 6, The B「anch,s representative to the CoIo「ado Chapte「) hereinafte「 Called the

Branch Rep「esentative, Sha-1 be a B「anch directo「 appointed by the B「anch Executive

APWA West SIope B「anch Bylaws

Page3of8

Committee to serve fo「 two yea「s and shaii 「epresent the B「anch to that body, attending

「egionai and annual meetings of the Chapter, bringing B「anch concems to their attention, and

informing the B「anch of Chapte「 activities. The te「ms of the Branch Rep「esentative and the

Chair shali be a「「anged so that both do not expi「e in the same yea「. An Aite「nate B「anch

Representative may be appointed annually by the Executive Committee to serve for the current

administratjve year and shali act for and on behaif of the B「anch Representative in the event of

the Branch Representative’s absence o「 inab冊y to perform the duties of this position as

determined by the Executive Committee.

SECTION 7. Five membe「s of the Branch sha= be eiected to serve as Branch Directo「s and

Sha= be membe「S Of the Executive Committee to provide di「ection to the Branch. Each Di「ecto「

Sha= serve a two-year term and th「ee sha= be eiected in even years, twO Sha= be eIected in odd

yea「S SO aS tO P「OVide fo「 COntinuity of di「ection. Each Di「ecto「 Sha= attend all Branch and

Executive Committee meetings and shaIi be p「epa「ed to p「esent p「OgreSS rePOrtS Of any

asslgnmentS.

SEC丁iON 8葛　The most recent Past Chair hoiding cu「rent membership in the Branch sha= be

an ex-OHlcio membe「 Of the Executive Committee and sha= serve in an advisory capacity to the

Chai「 and the Executive Committee. 1t sha= be the duty ofthe Past Chair to p「eside at meetings

ofthe B「anch and the Executive Comm肘ee in the absence ofthe Chai「 and Chai「-Eiect,

SECT!ON 9, A= Branch O冊ce「s, eXCePt aS Othervise provided, Sha= serve fo「 two yea「s o「

unt旧hei「 successo「s a「e elected and insta=ed, The te「ms of o冊ce sha= begin as specified in

Articie X=, Section 3, Of these Bylaws.

SECTION lO, The Chair and the Chair-Elect, Sha= not be e=gible for reeiection to the same o冊ce

untiI at least one fu= year has elapsed after the ends of thei「 「espective terms except as provided

in Article X町Section 4,丁he Directors may serve th「ee consecutive tems, after which theY Shall

not be eligible fo「 「eeiection to the same o冊Ce untii at least one fu= year has elapsed after the ends

Oftheir respective te「ms except as p「OVided in Article X=, Section 4.

SEC丁ION =, in case of[he inab冊y or neglect in performance ofduty by any O冊cer or Directo「Of

the B「anch as determined by the Executive Committee, the Executive Comm阻ee shali have the

POWe「 by a two-thirds vote of its members to deciare the o用ce vacant and sha冊= the vacancy as

PrOVided in Articie V, Section 3,

ARTICLE Vll - COMMiTTEES

SEC丁ION l. Standing Comm阻ees or SpeciaI Committees w川be designated as needed by each

Chair to encompass the subject areas inciuding but not Iimited to those listed below.

a. Audit

b. Continuing Education and T「aining

C. lntern and Student Co-OP

d. Membership

e. Nominating

APWA West S看ope B「anch Byiaws

Page4 of8

SEC丁ION 2。丁he chai「 of each standing comm舶ee sha= be appointed annua=y by the Chai「.

Each appointed chair sha= select comm皿ee members for his o「 her committee.

SECTiON 3, Each standing commjttee sha= repor[ to the Executive Comm皿ee its activities at

least once annually or more frequently if di「ected by the Chair or the Executive Comm曲ee.

SECTION 4, The Chair may appoint, Within the administrative yea「, Othe「 speciaI comm皿ees as

may be desirabie fo「 the conduct of the business of the B「anch"

SECT!ON 5. No committee shali obIigate the Branch or issue a pub=c p「OCiamation or po=cy

news reiease without specific autho「ization f「om the Executjve Comm阻ee.

SECT看ON 6, Committees exist for the pu「POSe Of implementing the mission, Vision, and goals of

the Branch and APWA. While it is expected that the leadership and membership of suchCOmm舶ees w川be membe「S Of the Branch, the inciusion of non-members in some c看rCumStanCeS

may be approp「iate・ Howeve「, the effective controi of the comm貼ee sha= be retained by the

Comm請ee chair.

ART!CしE Vl‖ - AUDIT COM州ITTEE

SECTiON l,丁he President shall annua=y appoint an Audit Committee consisting of a=east

two Chapter membe「s who sha= examine the financial records of the Chapte「"　Chapter

members may not serve on the Audjt Comm阻ee jn which he/she had sjgnato「y rights to the

Chapter,s bank or investment accounts fo「 the repo面ng pe「iod being audited"

SEC丁ION 2, Ali members having custody or controI of Chapter funds at any time during the

repo面ng period are expected to cooperate fu=y with [he Audit Commjttee・

SEC丁iON 3. The duties of the Audit Committee include examination of the Chapter’s financial

「ecords in orde「 to ve「ify the assets, =ab冊es, net aSSetS and cash flows (「evenues and

expenses) of the Chapter for the Association’s accounting period.

丁he Audit Committee must adhere to the po=cies and procedures ou輔ned in the Ruies

Goveming Chapte「S Of the Ame「ican Pu輔C Wo「ks Association・

SECTION 4. Financiai 「eco「ds of the Chapter’s Branch(es) (if app=cabie) are to be inciuded in

the examination perfo「med by the Chapter Audit Committee unIess the Branch Byiaws ca= for

the formatjon of a Branch Audit Comm礁ee separate from tha[ of the Chapter,

ART看CLE看X - MEETINGS

SECTION l, The AnnuaI Meeting of the Branch, for the purpose of electing and/or insta冊g

the newly elected O冊cers and Di「ecto「s, Sha= be held in November o「 Decembe「 Of each year,

the date and piace of which sha= be determined by the Executive Committee. Othe「 Generai

Membership Meetings fo「 the transactjon of business of the B「anch may be ca=ed by the Chai「

upon the Chai「-s own voIition, uPOn 「equeSt by the Executive Comm抽ee’Or uPOn the w皿en

request of 15 membe「s in good standing ofthe Branch・丁he membership sha= be notified at least

two weeks in advance of the date and place of the Annual Meeting and of any othe「 Gene「al

Membership Meetjngs,

APWA West SIope B「anch Bylaws

Page5of8

SECTION 2, The Executive Committee sha= meet at least two times during the administ「ative

year. SpeciaI meetings ofthe Executive Committee sha= be held at the ca= ofthe Chai「 or at the

Written 「equest of a majo「ity of the membe「s of the Executive Committee.

SECTiON3, Meetings of the Executive Committee may be conducted in person,

electronica=y, by means of a telephone or video conference ca=, Or in any combination thereof

PrOVided such meetings are in acco「dance with a= othe「 p「ovisions of these Bylaws and the

StatuteS Of the State of Coio「ado,

SECTION 4, The Secretary sha= forma=y notify each member of the Executjve Committee at

Ieast two weeks prio「 to the scheduied date of a reguIar meeting of the Executive Comm皿ee.

An agenda and copy of each report and/O「 「eSOlution, O「 Other actions to be conside「ed at such

meeting, Sha= accompanY the notice of the meeting and no changes to the agenda sha= be

COnSidered at such meeting without the consent of the majorjty of the membe「S Of the Execu[ive

Committee in attendance.

SECTION 5,丁he Secreta「y sha= fo「ma=y notify each member of the Executive Committee at

ieast five days p「io「 to the scheduled date of a special meeting of the Executive Committee" An

agenda and copy of each report and/or resolution, O「 Other action to be considered at such

meeting, Sha= accompany the notice of the meeting and no other matters sha= be conside「ed at

SuCh meeting.

ARTICLE X - QUORUM

SECTION l, A simpIe majorjty of the voting members sha= constitute a quorum at all

Executive Committee meetings.

SEC丁tON 2. Fo「 Gene「al Membe「ship meetings of the B「anch invoIving a fo「maI business

agenda, 10% of the membership, Of whom no more than one-haif sha= be members of theExecutive Committee, Shail constitute a quorum for the t「ansaction of business.

ARTICLE Xi - DUES

SECTION l. The Executive Committee may estab=sh Branch dues for its membe「s in

acco「dance wjth the ‘`Ruies Gove「ning Chapters of the Ame「ican Pub=c Wo「ks Association.”

SECTION 2, A= dues are payabIe to APWA amua=y in advance・ Non-Payment Of dues for a

Period of ni=ety days sha= be t「eated as equivaient to resignation" Such membe「S Sha= not

again be eligibie fo「 membership unt= a= a「「ears have been paid in fu=・

ARTICしE Xlt - ELECTION OF OFFICERS

SECTION l. The B「anch Chai「 shall appoint a Nominating Comm阻ee of three membe「S, One

ofwhom sha= be the most 「ecent avaiiabie Past Chai「 having current membe「Ship in the Branch

and who shaII serve as Chai「 of the Nominatjng Committee. The Nominating Comm阻ee shal看

「eport the names of its nominees for each o冊ce standing election to the Executive Committee

by November l. One or more nominations sha= be made by the Nomjnating Comm肌ee for each

APWA West SIope Branch ByIawsPage6of8

O冊ce. No pe「sons serving on the Nominating Committee shall be eiigible fo「 nomination except by

decla「ation.

SECTiON 2,　丁he executive comm皿ee sha= presc「ibe the form of the ba=ot, SChedule and othe「

details of the eiedion p「ocedu「e. The amual election sha= be held at a time and place th「Ough

t「aditionai and/or eiectronic means.

SECTiON 3, Newly eiected O冊cers and Djrectors sha= assume o鮒ce a=he beginning of the

administ「ative yea「 with the Chai「-Eiect elected two yea「S PreVious becoming Chair.

SECTION 4, In the event of extrao「dinary and extenuating circumstances, the Executive

Comm舶ee sha= have the powe「 to decia「e the term of o怖ce of any or a= Branch O冊cers and

Di「ectors extended not to exceed one fu旧e「m,

ART!CLE Xi‖　DISSOLU丁iON OF THE BRANCH

When necessa「y and when di「ected by the Chapte「 O「 National Boa「d of Directors the b「anch

may be dissoived" In the event of the dissolution o「fina川quidation ofthe branch’afte「 a=

=ab輔es and ob=gations have been paid, Satisfied and discha「ged’O「 adequate provision made

the「efore, aIi remalnIng P「OPerty and assets of the branch sha= be conveyed- aSSigned and

t「ansfe「「ed to the CoIo「ado Chapte「 or APWA NationaI to administer acco「ding to the bylaws of

APWA.

AR丁!CLE XIV - PARLIA肋ENTARY AUTHORI丁Y

SECTiON l. The 「uies of p「ocedu「e contained in Robert's Rules of Order’Revised】 Sha=

govem meetings ofthe members ofthe B「anch so far as they are applicable and when not

inconsistent with these Bylaws.

AR丁IC」E XV - AMENDMENTS

SECTION l, Amendments to these ByIaws may be p「OPOSed by petition submitted to the

Executive Committee i= Writing and signed by not less than 15 membe「s o「 by 「eso看ution of the

Executive Committee. Proposed amendments sha= be presented to the membership at a

meeting ofthe Branch within one yea「 after the date ofthei「 submission or by ietter or eiectroniC

ba=ot as may be determined by the Executive Committee・ Provided, however’that the

Executive Committee may, Within sixty days after receipt of any amendment proposed by

pe航ion, retum Same tO the petitione「s with a lette「 Of explanation requesting that the proposed

amendment be modified before it is presented to the membership. if the proposed amendment

iS reSubmitted in w「iting and signed by no=ess than eight membe「S Of the originai petitioners it

shal- be p「esented to the membership with or without the approval of the Executive Committee.

An a冊「mative vote of two-thi「ds of the qualified votes cast sha= be necessary for the adoption of

a p「OPOSed amendment"

SECTION 2, These Bylaws and such amendments as may be made f「om time to time shai看

become effective upon adoption by the B「anch and approvaI by the Board of Di「ecto「s of the

CoIo「ado Chapte「 and APWA.

APWIA West SIope Branch BylawsPage7 of8

CER丁IFiCATiON OF BYLAWS

丁hese bylaws we「e adopted by members of the West S!ope B「anch by electronic ba=ot on

February 28, 2016 with a quorum as p「escribed by branch byiaws.

The 「esults of this electronic ba=ot a「e on f=e with the Branch sec「etary, CoIorado Chapte「

SeC「etary and APWA Nationai.

APPROVED

JUN　20　2016

AMERICAN PJBLIC WORKS ASSOC

APWA West SIope B「anch Bylaws

Page8 of8