© 2016 MSA San Diego, PO Box 1088, Wildomar, CA  92595

BYLAWS

CONSTITUTION AND BYLAWS
of the
MAINTENANCE SUPERINTENDENTS ASSOCIATION
OF CALIFORNIA
SAN DIEGO AREA CHAPTER
CONSTITUTION ARTICLE I - NAME

The name of this Chapter shall be the Maintenance Superintendents Association (MSA), San Diego Area Chapter.

CONSTITUTION ARTICLE II - PURPOSES

The purposes of this Chapter shall be: to engage in any activity or function, within the practical limits of the Association, 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 works facilities and services; and, to foster understanding and cooperation between public employees and officers or employees of public utilities, and officers or employees of firms, partnerships, and corporations which have interests in the field of public works.

CONSTITUTION ARTICLE III - MEMBERSHIP

SECTION 1. CLASSIFICATIONS. 

 

Membership in this Association shall be limited to members in good standing of the Chapters of the Association.  Membership in each Chapter shall be limited to individuals who have demonstrated an interest in the purposes of the Association and who qualify in one or more of the following categories:
 
(a)  REGULAR MEMBER.  A Regular Member shall be an officer or employee serving in a lead, supervisory or managing capacity for a governmental agency, engaged in the maintenance and operation of public works facilities.
 
(b) ASSOCIATE MEMBER.  An Associate Member shall be an officer or employee serving in a lead, supervisory or managing capacity of a public utility company.
 
(c)  VENDOR MEMBER).  A Vendor Member shall be 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 lead, supervisory or managing capacity, or serving as a sales representative.
 
(d) HONORARY MEMBER.  An Honorary Member shall be an individual who has performed an outstanding public service, or an outstanding contribution which furthers the purposes of the Association, and who is so designated to receive this honor by either the Board of Directors, or the Executive Committee of any Chapter.
 
(e) LIFE MEMBER.  A Life Member shall be an individual who has been a Regular, Associate, or Vendor Member for a period of at least five years, however is no longer actively engaged in such service, and who is so designated to receive this membership by the Executive Committee of any Chapter. A simple majority vote is required to accept a life member.
 
SECTION 2.  PRIVILEGES
 
(a)  VOTING. Each Regular Member, Life Member and/or Associate Member shall be entitled to one vote in the affairs of the Association at general meetings.  Vendor Members shall not have the right to vote at general meetings. Honorary Members shall not have the right to vote or hold office. 
 
(b)  HOLDING OFFICE. The privilege of holding office on the Board of Directors shall be limited to Regular Members, Associate Members, Life Members, and no more than four (5) Vendor Members.  Vendor Members may be allowed to serve as President, Vice-President, Secretary and Treasurer at the local Chapter level.  Not more than one Vendor Member may be an Executive Committee officer (President, Vice-President, Secretary, Treasurer) at any given time.
 
(c)  DUES.  Honorary Members and Life Members shall be exempt from payment of annual dues and may be granted fifty percent (50%) price reduction when they or their spouse/significant other participates in monthly meetings or other events designated by the Executive Committee.

CONSTITUTION ARTICLE IV - OFFICERS

The Officers of the Chapter shall be a President, Vice-President, Secretary, Treasurer, three (3) Directors and three (3) Vendors Representatives.  These ten (10) officers shall constitute the Executive Committee.  Six (6) officers shall constitute a Quorum for the transaction of Chapter business.

CONSTITUTION ARTICLE V - POWER OF OFFICERS

The Officers of the Chapter may, subject to rules and procedures provided for in the By-Laws, as amended from time to time, do all things reasonably necessary and proper to preserve and promote the objectives of this Chapter and the Maintenance Superintendents Association, A California Corporation.

CONSTITUTION ARTICLE VI - AMENDMENTS

Amendments to this Constitution may be proposed 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.  A two-thirds (2/3) vote of the members at a general membership meeting shall be required for adoption of proposed amendments.  Proposed amendments shall be presented to the membership for review one month prior to voting.

THE BYLAWS

BYLAWS ARTICLE I - MEMBERS

SECTION 1.  Application for membership in this Chapter shall be made in writing to the Treasurer.  Any member in good standing may sponsor a new member.  The applicant must be accepted by a simple majority of the Executive Committee as a pre-requisite to membership.
 
SECTION 2.  Vendor members are limited in number.  A new vendor member may be accepted provided that the number of vendor members does not exceed 60% of the total number of regular members.
 
SECTION 3.  Any member may be expelled for cause from membership by a 2/3rds vote of the Executive Committee.

BYLAWS ARTICLE II - DUES

SECTION 1.  The Board of Directors will determine annual dues.
 
SECTION 2.  Any member whose dues are delinquent for three months shall be suspended from membership in the Chapter.  The Executive Committee upon payment of current dues and any delinquencies may reinstate any member who has been suspended for non-payment of dues. 

SECTION 3.  The calendar year covers the period between January 1st and December 31st.
 
SECTION 4.  The payment of Chapter dues shall entitle members to all the privileges and benefits, which may occur from membership in the Chapter.
 
SECTION 5.  Dues are payable January 1st each year and are delinquent April 1st.

BYLAWS ARTICLE III - ELECTIONS

SECTION 1.  Officers of the Chapter shall be elected from members in good standing.
 
SECTION 2.  Elections shall be conducted at the November general membership meeting.
 
SECTION 3.  There will be three (3) Directors.  One Director will serve a three (3) year term, One Director serving a two (2) year term and one Director serving a one (1) year term.  One Director will be voted upon each year, thus providing that only one Director shall be replaced each year. A Director may be nominated to serve as an officer in any other position regardless of years remaining in their Director term.
 
SECTION 4. There will be three (3) Vendor Representatives. One Representative will serve a three (3) year term, one Representative serving a two (2) year term and one Representative serving a one (1) year term. One Representative will be voted upon each year, thus providing that only one Representative will be replaced each year.  A Vendor Representative may be nominated to serve as an officer in any other position regardless of years remaining in their Director term.
 
SECTION 5.  All Officers shall be permitted to succeed himself/herself in office. Any officer shall be eligible for any other office.  Vendor Members may be allowed to serve as President, Vice-President, Secretary and Treasurer at the local Chapter level.  Not more than one Vendor Member may be an Executive Committee officer (President, Vice-President, Secretary, Treasurer) at any given time.  An appointed officer may succeed himself/herself.
 
SECTION 6.  Vacancies may be filled by appointment of the Executive Committee. Appointees shall hold office for the remaining portion of the office he succeeds.
 
SECTION 7.  At the regular election, the membership shall vote upon a slate of candidates, including those nominated by the Nominating Committee and any Regular, Associate or Vendor Member whose name is placed in nomination from the floor by the general membership.
 
SECTION 8. The terms of office for each member of the Board of Directors shall be determined by the Executive Committee.  At the end of the calendar year, each officer may move up one office in the hierarchy of Board.  (See exception Section 5) 

BYLAWS ARTICLE IV - DUTIES OF OFFICERS

SECTION 1.  EXECUTIVE COMMITTEE
 
The Executive Committee shall have full control of the affairs of the Chapter, subject to the approval of the general membership at regular meetings. The Executive Committee shall seek new members, mentor new members and seek new Board members.
 
SECTION 2.  PRESIDENT
 
(a)  The President shall have general supervision of the affairs of the Chapter, subject to the direction of the Executive Committee.
 
(b) The President shall act as Chairman of the Executive Committee and shall preside at all Executive Committee meetings, Regular meetings, and the Annual Installation meeting, and prepare the agenda for the meetings (The Vice-President shall preside in the event of the President's absence.  In the event of the absence of both the President and the Vice-President, the Committee present shall select one of their numbers to preside at that meeting).
 
(c)  The President shall appoint such standing committees as required by the Chapter and special committees, as considered necessary or as instructed by the Executive Committee (see Article VII).  The President shall be an ex officio member of all committees.  The President shall appoint a nominating committee of four (4) members in good standing at the last regular meeting of the third quarter for the purpose of nominating officers for the ensuing year.  This committee shall submit its recommendations at the last regular meeting of the fourth quarter. All Committee appointments shall terminate at the end of the calendar year.
 
(d)  The President shall sign on behalf of the Chapter and Association on all deeds, contracts, and other formal instruments and shall perform such other duties as assigned by the Executive Committee.
 
SECTION 3.  VICE PRESIDENT
 
(a)  The Vice President shall have and exercise all of the powers and duties of the President in the event of his/her absence or inability to act.  The Vice President shall perform such other duties as assigned by the President and Executive Committee.
 
(b) The Vice President shall oversee the physical and financial arrangements for the monthly meetings and training topics and will coordinate Chapter programs.

(c)  The Vice President is responsible for submission of an annual budget based on Executive Committee inputs and subject to Board approval.
 
SECTION 4.  SECRETARY
 
(a)  The Secretary shall be in attendance at all meetings.  The Secretary shall record all proceedings of meetings of the Chapter and the Executive Committee, the reading and preparation of all correspondence and the composition of official notices, and proposed resolutions as directed by the Chapter or the Executive Committee, e.g. preparing and sending notices for annual membership in the association, preparing and promulgating meeting minutes, notifying members of upcoming events, etc.
 
SECTION 5.  TREASURER
 
(a)  The Treasurer's duties shall include, his attendance at all meetings of the Chapter and of the Executive Committee, the collection of all dues and monies due the Chapter, and shall prepare all claims against the Chapter for payment, and shall pay the latter upon approval thereof by the membership present at a Regular Chapter meeting or by the Executive Committee in regular session.
 
(b)  The Treasurer shall exercise authority in all financial matters is accordance with such policies, resolutions, and rules as may be adopted by the Executive Committee. 
 
(c)  The Treasurer shall furnish monthly financial statements to the Executive Committee showing Chapter assets and provide a monthly report to the general membership at regular membership meetings.  The Treasurer shall work with the State MSA representative to complete all required financial reports.  The Treasurer shall prepare the budget with assistance from the Vice President.
 
(d)   The Treasurer shall submit monthly reimbursement report for Board consideration.
  
(e)  The Treasurer shall be responsible for the maintaining and updating the chapter membership database and providing routine reports.
 
** The Executive Committee shall authorize the President, Vice President, Secretary, Treasurer, and Executive Board Member in good standing, to sign for Chapter assets.  In no event shall more than five board members be authorized at any one time. 
 
SECTION 6.  DIRECTOR
 
(a)  The Director’s duties shall include attendance at all meetings of the Chapter and of the Executive Committee; and provide assistance to any other office as directed by the President or Executive Committee.
 
(b)  The Director shall chair or serve on committees as determined by the President and/or the Executive Committee.
 
(c)  The Director shall serve as the Chapter Historian and Sergeant at Arms as determined by the President and/or the Executive Committee.
 
(d) The Director shall be a liaison with the MSA Maintainer and provide articles on Chapter events and other note worthy items as determined by the President and/or the Executive Committee.
 
(e)  The Director shall be responsible for maintaining the Chapter’s Website as determined by the President and/or the Executive Committee.

SECTION 7.  VENDOR REPRESENTATIVE

(a)  The Vendor’s duties shall include attendance at all meetings of the Chapter and of the Executive Committee.
 
(b)  The Vendor Representative shall participate on committees as determined by the President and/or the Executive Committee. 
 
(c)  The Vendor Representative may be responsible for the annual equipment and training program; the annual holiday party, the administrative assistant’s recognition day and other special events as determined by the President and/or the Executive Committee.
 
(d)  The Vendor Representative will be the Chapter’s liaison with the sales industry and provide oversight of all events and programs, which include vendor participation, including coordination of all raffle prizes and other gifts or products provided by vendors.  The Vendor Representative is responsible for recruiting new vendor members.

BYLAWS ARTICLE V - MEETINGS

SECTION 1.  The Executive Committee shall meet at the call of the President and shall hold meetings not less than once each quarter.  Notice of such Committee meetings shall be provided to each Committee member at least one (1) week prior to the date set for such meeting. All questions, excepting expulsion of members, shall be decided upon by a majority vote.  Six (6) members shall constitute a Quorum for the transaction of business at a Committee meeting.
 
SECTION 2.  General Membership Meetings of the Chapter shall be held at such time and place as is determined by the Executive Committee. The Executive Committee for sufficient cause may cancel any meeting.  Notice of meetings shall be sent to members not less than two (2) weeks prior to the date of the meeting.  Ten (10) members present at a Regular meeting shall constitute a Quorum.
  
SECTION 3.  In all cases not provided for in the By-Laws, Roberts Rules of Order shall prevail.

BYLAWS ARTICLE VI – EXPENSES

SECTION 1.  Any member, under the direction of the Board of Directors or the Executive Committee, is to be reimbursed for all legitimate expenses incurred in the name of the Chapter.  Expenses shall be pre-approved by the Board of Directors or the Executive Committee. 
 
SECTION 2.  All expenses are subject to the approval of a simple majority vote of the Board of Directors in attendance at any Board meeting.
 
SECTION 3. An approved Board member given authority for that purpose must sign all checks issued by the Chapter. 

BYLAWS ARTICLE VII – STANDING COMMITTEES

SECTION 1. The following committees shall be standing committees and have, and exercise a general supervision of the affairs of the Chapter:
 
By-Laws; Budget; Membership; Nominating; Education and Training; Program; Scholarship; Peter Walsh Award; Policy and Guidelines.
 
SECTION 2. The President shall appoint Committee Chairpersons at the first scheduled meeting of the calendar year.  The President may develop and appoint as necessary, any number of committees to carry out Chapter business.

BYLAWS ARTICLE VIII – GENERAL

SECTION 1. The Executive Committee shall create and maintain a Directors Handbook which will include Chapter Officers; Chapter History; Standing Committees; Chapter Awards and Guidelines; Calendar and Planning of Events; Budget; Vendor Representative Guidelines; Scholarship Committee Guidelines; Constitution and By-Laws; Membership Application; and General Chapter policies and Guidelines.

BYLAWS ARTICLE IX - MEMBERSHIP ON THE STATE BOARD OF DIRECTORS

SECTION 1.  Members on the State Board of Directors (Executive Board Representatives) shall be appointed by the Chapter President and approved by and serve at the pleasure of the Chapter Executive Committee.  Members of the State Board of Directors may attend Chapter meetings and shall keep themselves informed of Chapter activities.  No Executive Board Representative shall participate on the Executive Board more than four (4) consecutive years unless no other Board member is interested and once removed must wait two (2) years before selection again.

BYLAWS ARTICLE X - AMENDMENTS

SECTION 1.  Amendments to the By-Laws may be proposed 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.  A two-thirds (2/3) vote of the members at a general membership meeting shall be required for adoption of proposed amendments.  Proposed amendments be must be presented to the membership for review one month prior to voting.