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CONSTITUTION AND BY-LAWS TRANSPORTATION EMPLOYEES ASSOCIATION OF MISSOURI CONSTITUTION AND BY-LAWS Revised at the 2nd
Quarterly Meeting, January 14, 2006 Preamble This organization is hereby constituted
and ordained for the purpose of promoting the general welfare of
Missouri Department of Transportation employees in all ways compatible
with the public interest; to encourage the maintenance of highest
standards of employee conduct; and in all ways to render the most
effective service to the people of the State of Missouri. Constitution Article I -- Name The name of this organization shall be
the Transportation Employees Association of Missouri. Article II -- Location The central office of the Association
shall be located in Jefferson City, Missouri. Article III -- Membership All Missouri Transportation employees
shall be eligible for membership in this organization. Membership in the
Association shall be sustained by the payment of dues. Cessation of
employment shall automatically terminate membership, provided, however,
that any member who is granted a leave of absence may continue to be a
member upon payment of annual dues. All employees eligible for
membership will be acknowledged full membership except, those employees
who are members of a certified majority representative organization (CMRO)
shall not hold office at the state or chapter level, including
representative, delegate or officer and shall not serve on a committee
which might create a conflict of interest between the goals of the
Association and the CMRO. (a) Honorary membership may be conferred
by the General Assembly of this Association upon individuals who have
demonstrated an interest in the welfare of the Missouri Department of
Transportation and its operations. Survivor membership shall automatically
be conferred upon widows and widowers of individuals who were members in
good standing at the time of the member's demise. Survivor membership
shall automatically terminate at such time as member shall remarry. Honorary or survivor memberships shall
include all rights except to vote and hold office. Such members shall
not be required to pay dues and shall not be considered for the purpose
of determining representation in the General Assembly. (b) Life membership shall be conferred by
the President of the Association upon any member who retires in good
standing. Should a member in good standing retire within four (4) months
after the end of the last dues period, said member shall be eligible for
life membership. Life membership shall include all rights except to vote
and to hold office. Such members shall not be required to pay dues and
shall not be considered for the purpose of determining representation in
the General Assembly. Article IV -- Government Section 1 The governing body of the Association
shall be the representatives of the general membership, meeting in an
annual assembly, known hereinafter as the General Assembly. Section 2 The membership of the General Assembly
shall consist of at least one member from each chapter and such other
members as herein stated. Section 3 The officers of the Association shall be
a President, a Vice President, a Secretary, and a Treasurer, as set out
in the By-Laws. Section 4 Employees who hold the following policy
making positions shall be excluded from holding any office in the
Association: Director of Transportation, Chief Engineer, Chief Counsel,
Secretary to the Commission, Division Engineers, Department Heads and
District Engineers, as set out in the latest edition of the Official
Manual of the State of Missouri, and members of the Personnel Committee.
Section 5 The Board of Directors shall consist of
the officers of the Association and such other members as herein
described. Section 6 The administration of the affairs of the
Association is vested in the Board of Directors. Article V -- Chapters The basic membership group of the
Association is the Chapter. Chapters shall encompass the present Highway
and Transportation Department Districts and Central Support Center. A
Chapter shall consist of eligible members who elect to join the
Association. Eligible members shall be currently employed with the
Missouri Department of Transportation or a retired employee who is
active in the Association at the time of separation. Representation of
chapters at the General Assembly shall consist of one representative for
each chapter and one additional representative for each one hundred
(100), or major fraction thereof, of chapter members and a retiree. The
officers of each chapter shall consist of a President, a Vice President,
and a Secretary-Treasurer. The Presidents of the various chapters shall
be members of the Board of Directors of the Association. A chapter's provisions for
self-government shall not conflict with the Constitution and By-Laws of
the Association, and to the extent that any such provision is in
conflict with any of these, it is void. Article VI -- Limitations Section 1 The Association shall act as the
representative of the members in presenting recommendations which will
result in benefits and better working conditions for Transportation
Department employees. In making recommendations, the effect of their
adoption upon the public service rendered by the employees will be
considered and no recommendation will be made which will adversely
affect the public service rendered. No coercive action shall ever be
taken against the Transportation Department or the public. Section 2 The Association is non-partisan. Section 3 Neither the General Assembly or Board of
Directors, nor any chapter, committee, agency or officer shall take any
action which is incompatible with the objectives of the Association. Section 4 No chapter, committee, agency, officer or
member shall publish any information or recommendation declaring or
implying endorsement or rejection of a matter by the Association, unless
approval be first obtained from the General Assembly if it is in session
or from the Board of Directors if the General Assembly is not in
session. Section 5 No debt shall be incurred in excess of
the funds in the treasury of the Association. Section 6 No member or chapter claiming to be
aggrieved by any action of the Association, or of any board, officer,
committee, chapter or other unit or agency thereof, shall be denied the
right of appeal to the Board and to the General Assembly. Section 7 Any action which relates to the
proposition of affiliation with any other association or organization
may be taken only with the favorable vote of a two-thirds majority of
the membership of the Association. Section 8 All funds coming into the hands of the
Association, whether from dues or other services, shall be used solely
for the activities of the Association. Article VII -- Amendment of Constitution Section 1 Amendment of this constitution may be
made: (a) By proposal to the General Assembly
in annual session, adopted by a two-thirds vote of the Assembly and
ratified within one hundred twenty days by two-thirds of the chapters,
such time to commence running from the day the proposed amendment is
transmitted from the Board of Directors to the chapters, which date of
transmittal shall not be later than thirty days after receipt of the
transcript of proceedings by the State President. An amendment becomes
effective on the date the last requisite ratification is received by the
Board of Directors. (b) By petition signed by twenty percent
of the total membership or endorsed by thirty percent of the chapters.
Such petitions shall be addressed to the Board of Directors and, if they
bear the required signatures or endorsements, shall, within thirty days
of receipt, be submitted to the chapters for approval within one hundred
twenty days by two-thirds of the chapters. An amendment becomes
effective on the date the last requisite approval is received by the
Board of Directors. Article VIII -- Ratification This constitution shall be ratified and
accepted by the membership of the Association by the following
procedure: The text of this constitution shall be approved by a
two-thirds majority of the delegates attending the organization meeting.
The constitution so approved shall then be submitted to the chapters for
approval. A simple majority affirmative vote of the eligible membership
in a chapter, with at least two-thirds of the chapters affirming, shall
be necessary for ratification. By-Laws Article I -- Meetings General Assembly Section 1 The General Assembly shall meet annually
on the second Friday in August at the time and place determined by the
Board of Directors. (a) Special meetings may be called by the
President upon authorization of the Board of Directors by giving at
least ten days written notice to each member of the General Assembly.
Section 2 A quorum at the General Assembly shall
consist of not less than two-thirds of the delegates who must be present
in person or represented by alternate. Board of Directors Section 3 The President of the Association shall
act as Chairman of the Board of Directors. The immediate past President shall be an
ex-officio member of the Board of Directors. He shall serve for the same
period of time as his successor. Section 4 There shall be at least three meetings of
the Board between annual sessions of the General Assembly, the first
being held immediately following adjournment of the General Assembly.
Section 5 Other meetings shall be at the call of
the Chairman upon giving at least ten days written notice to each member
of the Board. Section 6 Ten Directors shall constitute a quorum
for the transaction of business. Article II -- Duties of Board of Directors Section 1 The Board of Directors shall carry out any and all recommendations and instructions emanating from the General Assembly. It shall give special attention to executive detail to the end that the general policies of the Association as provided in the constitution and by-laws may have potency and efficient effect. Section 2 The Board of Directors shall have general charge of the affairs of the Association, and may delegate such powers and adopt such rules and resolutions as may be deemed expedient, and which are not in conflict with the constitution and by-laws.
The Board of Directors is authorized to employ administrative assistance, legal counsel, and such other help as may be deemed necessary in the administration of the Association. Section 4 When an officer fails to perform his duties, or it is otherwise necessary to fill vacancy, the Board of Directors shall have the power to appoint a successor for the remaining portion of the term. Causes for removal of an officer shall be: 1. violation of the Constitution or By-Laws 2. non-performance of duties that were assigned by the Board of Directors or General Assembly. Suspected violation of 1 or 2 shall be reported to the Board of Directors. The Board of Directors shall then determine if a violation has been committed. They will take the following action: a. suspend the violator from the office b. appoint a successor for the remainder of the term of office and c. consult with the chapters on the successor. The General Assembly shall have the authority, after the hearing, to reinstate the violator or approve the action taken by the Board of Directors. In the event of death, resignation, or removal of the President, the Vice President shall service as acting President until such time as the Board of Directors shall elect a successor. Article III -- Officers Section 1 -- Election of Officers Officers of the Association for ensuing terms of office shall be nominated by the Board of Directors at least thirty (30) days prior to the date of the annual meeting of the General Assembly. Not more than five (5) or less than two (2) names shall be placed in nomination for each office. Election of officers shall be by popular vote of the membership at large. All candidates for officer at the State and Chapter level will be members of the Association prior to their nomination to office. The President and Vice President, State
Board Officers of the Association shall be eligible for re-nomination to
succeed themselves for one term (Two years). The Secretary and
Treasurer, State Board Officers of the Association, shall be eligible
for re-nomination for unlimited terms. Section 2 -- Duties of Officers It shall be the duty of the President to
preside at all meetings of the General Assembly, Board of Directors, and
officers. (a) He shall have the power to appoint
and dissolve for cause all special committees, subject to the approval
of the Board of Directors, and shall be an ex-officio member thereof.
(b) He shall render an annual report to
the General Assembly at the General Assembly meeting, and may submit
such recommendations as he deems necessary. (c) Upon election of any officer of a
chapter to any office of the Association, he shall automatically cease
to be an officer of his chapter. The Vice President shall act for and on
behalf of the President in his absence or upon his request. The Secretary shall be responsible for
keeping a correct record of the proceedings of the Association, General
Assembly, Board of Directors, and officers. It shall be the duty of the Secretary to
purchase, at the direction of the Board of Directors, all supplies,
printed forms, etc., needed for the operation of the business of the
Association and to distribute such supplies to the various chapters as
may be required. The Treasurer may be responsible for the
funds of the Association. He shall establish a bank account or accounts
in the name of the Transportation Employees Association in such bank or
banks as the Board of Directors may designate. The Treasurer shall pay
all duly authorized bills. Article IV -- Dues and Financial Administration The "fiscal year" and the "calendar year"
of the Association shall be the period from September 1 to August 31.
The annual dues for membership shall be
fixed by each individual chapter, payable either payroll deduction or to
the chapter Secretary-Treasurer on or before the beginning of each
fiscal year. The chapter Secretary-Treasurer shall notify a member of
impending delinquency, for non-payment of dues, during the month of
October. A member will be carried on the membership as delinquent during
the month of November. At the end of the delinquent period, the
individual's rights and privileges as a member shall cease and desist,
and he shall be dropped from the membership roll. No refund will be made
in case of termination of membership. Dues will not be pro-rated for
part year -- annual dues are payable at the time of joining by payroll
deduction or at the beginning of each fiscal year. In order to sustain the central office of
the Association, the Board of Directors shall determine the amount to be
paid by each chapter for each member and that amount shall be
transmitted to the central office of the Association. Special assessments to provide funds for
special needs of the Association, as determined by the Board of
Directors, may be made. The financial affairs of the Association
shall be administered by the President, as approved by the Board of
Directors, and shall be carried out by the Treasurer. The President shall prepare an annual
budget of estimated revenues and expenditures for the Association, and
submit such budget to the Board of Directors for their approval at their
first meeting of the year. Approval of the budget shall permit
authorized officials of the Association to obligate funds as provided in
the budget. However, no commitment shall be made that
will cause the pertinent category of expense in the budget to be
exceeded by more than ten (10) percent unless it has the advance
approval of the Board of Directors. No funds shall be disbursed without the
signature of both the President and the Treasurer. Bonding shall be obtained for the
President and the Treasurer in such form and amounts as prescribed by
the Board of Directors. Premiums for such bonds shall be paid by the
Association. The Treasurer shall submit to the Board
of Directors a financial report each month and a final financial report
at the close of the fiscal year. The Association financial records shall
be audited at the close of each fiscal year by a person or persons
appointed by the President and approved by the Board of Directors. In case of dissolution of the Association
and the liquidation of its affairs, any money or assets remaining after
payment of all obligations shall be distributed among one or more
non-profit organization(s) in such manner as the current Board of
Directors may determine or direct, and in every case, the decision and
determination of the Board of Directors shall be final and conclusive
upon all persons in any way interested. Article V -- Amendment These by-laws may be altered or amended
at any annual or special meeting of the General Assembly by two-thirds
of those present and voting in favor of such Amendment. Article VI -- Ratification These by-laws shall be ratified and accepted by the membership of this Association by the following procedure: The text of these by-laws shall be approved by two-thirds majority vote of the delegates attending the organization meeting. The by-laws so approved shall then be submitted to the Chapters for approval. A simple majority affirmation vote of the eligible memberships in a Chapter, with two-thirds of the Chapters affirming, shall be necessary for ratification.
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