Last Revised: 2016-10-14
BYLAWS
of the
MIDWESTERN PAVEMENT PRESERVATION PARTNERSHIP
Approved: 14th October 2016
ARTICLE I: Name and Location
SECTION 1. Name.
The name of this organization shall be the Midwestern Pavement Preservation Partnership (MPPP).
SECTION 2. Location.
The offices and the principal place of business for MPPP shall be the National Center for Pavement Preservation, 2857 Jolly Road, Okemos, Michigan 48864.
SECTION 3. Midwestern Region.
For the purpose of these bylaws, Midwestern refers to a geographic region, which may include the states of Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin, and the provinces of Ontario, Manitoba, Saskatchewan, and Alberta.
ARTICLE II: Vision, Mission, and Objectives
SECTION 1. Vision Statement.
A collaborative effort comprised of pavement preservation professionals including public agencies, contractors, suppliers, academia, local and federal government officials, with a common purpose to improve and promote the benefits of pavement preservation.
SECTION 2. Mission Statement.
Provide an ongoing regional forum for Pavement Preservation principles, by sharing and exchanging improvements in research, design, specifications, materials, and construction practices, and by promoting the benefits of Pavement Preservation through education and application.
SECTION 3. Objectives:
- Promote uniformity of regional guidelines for pavement preservation treatments.
- Promote the use of improved materials, equipment, and processes among the member agencies.
- Implement a comprehensive information sharing process.
- Establish a coordinated regional research effort.
- Advocate policies that integrate system preservation activities.
- Publicize pavement preservation findings at the national level.
- Advocate common terminology and their definitions.
ARTICLE III: Membership
SECTION 1. Membership Eligibility.
Membership is open to public agencies or any organization active or interested in the preservation of the pavement infrastructure. Organizations may request membership to MPPP by application and approval by the Steering Committee.
SECTION 2. Voting Rights.
Each member state agency shall have two votes and all other member public agencies and organizations shall have one vote.
ARTICLE IV: Steering Committee
SECTION 1. Steering Committee Structure.
The Steering Committee of the Partnership shall consist of five Officers and nine Directors.
The Officers comprise a Chair (selected from a public member agency), two Vice-Chairs (one selected from a public member agency and one selected from a non-agency member), Secretary/Treasurer (selected from a public member agency), and the Immediate Past-Chair.
SECTION 2. Authority of the Steering Committee.
The governing body of this organization shall be the Steering Committee, constituted as prescribed by SECTION 1 of this ARTICLE. This Committee shall act on selected issues and requests brought by the issue teams and approved by the general membership. This Committee can appoint working groups for the development of programs, tasks, and activities, or take action on items of common interest to the membership. The Steering Committee shall also actively pursue the objectives of this organization.
SECTION 3. Appointment of the Directors.
There shall be nine non-ex-officio Directors to be selected by their individual member organizations. The Directors shall be members from the following categories:
State or Provincial Public Agency Members – four Directors will be appointed by the participating State public agencies.
Local Agency Members – one Director will be appointed by participating local agency representatives.
Industry Association Members – two Directors will be appointed by the participating industry associations.
At Large with preference for Academic Members – one Director will be appointed by participating representatives of colleges and universities or from the general membership of the MPPP.
At-Large Representative – one Director will be elected by the general membership of the MPPP.
A representative from Federal Highway Administration shall serve as an Ex-Officio Director and will be entitled to participate in all discussions of the Steering Committee. This provision does not prevent the FHWA member from being a voting member.
When an appointed Director is not present, a designated alternate for each Director position may serve on the Steering Committee as a voting member by proxy.
SECTION 4. Selection of Officers for the Steering Committee.
With the exception of the Immediate Past-Chair Officer, whose appointment is automatic, the general membership of MPPP shall select the remaining four officers to preside over the business meetings. The remaining four officers are a Chair, two Vice-Chairs, and a Secretary/Treasurer, who shall be full members and subject to the direction and supervision of the Directors.
The Immediate Past-Chair Officer shall be a full member of the Partnership.
SECTION 5. Terms of Service for Directors and Officers.
With the exception of the non-agency Vice-Chair, each officer of the Steering Committee shall serve four one-year progressive terms before rotating off the Steering Committee. The order of progression will be from Secretary/Treasurer to Vice-Chair (public member agency), from Vice-Chair (public member agency) to Chair, and from Chair to Immediate Past-Chair. The non-agency Vice-Chair shall serve a four-year term independent of the other three members of the Steering Committee.
Non-Officer Directors shall serve a maximum three-year term, unless elected to the Steering Committee, whereupon their previous Director position(s) shall be declared vacant and eligible to be filled in accordance with SECTION 3 of this ARTICLE. No more than 1/3 of the member’s terms shall expire in any one year. There shall be no term limits for members of the Directors, but re-election will be needed at the end of their three-year term.
SECTION 6. Duties of Officers and Directors.
The Chair of the Steering Committee will preside over the annual meeting and shall have active control of the membership business meeting.
A Vice-Chair of the Steering Committee will preside over the annual meeting and the membership business meeting in the absence of the Chair.
The Secretary/Treasurer of the Steering Committee will review financial reports for MPPP maintained by the National Center for Pavement Preservation. The Secretary/Treasurer will review minutes produced by the appointed meeting recording secretary.
The Directors of the Steering Committee will maintain a strategic direction for the Partnership and provide oversight and guidance of specific items approved by the general membership for further action.
SECTION 7. Vacancies and Removal of Officers.
The general membership shall fill by a special election, the vacancy of any officers for the balance of the term of office. The Steering Committee may, at its discretion, by a two-thirds vote of all members of the Steering Committee, remove any officer from their office with cause.
ARTICLE V: Meetings
SECTION 1. Annual Business Meeting.
The date of the annual business meeting shall be set by the general membership. The purpose of the meeting shall include presentation of formal reports of task groups, election of officers, fill vacancies for the Steering Committee, and act on all business brought forth before the meeting.
The Officers of the Steering Committee will be responsible to develop the annual business meeting agenda and distribute it at least 90 days prior to the meeting.
SECTION 2. Other Meetings.
Other meetings of the members of the organization, Task Groups, and Working Teams shall be at the discretion of the Steering Committee. The purpose of these meetings shall include acting on business items brought forth at the annual meeting.
SECTION 3. Notice of Meetings.
At the direction of the Steering Committee, written notice of any meeting of the organization shall be transmitted by mail or electronically to the last known address of each member organization at least 90 days before the date of the meeting.
SECTION 4. Quorum.
A majority of Officers and Directors present in person or via conference call shall constitute a quorum at any meeting of the Steering Committee.
ARTICLE VI: Amendments to Bylaws
SECTION 1. Amendment Process.
These Bylaws may be amended or repealed by a simple majority vote of the members present at an annual business meeting. Amendments may be proposed by the Steering Committee on their own initiative, or upon petition of any one-third of the general membership. The Steering Committee will not present proposed amendments for consideration, which create personal liability for the members of MPPP.
ARTICLE VII: Assessments
SECTION 1. Public Agencies.
An amount, as determined by the Steering Committee, will be assessed annually to each Public Agency. Funds will be received by a date determined by the Steering Committee.
SECTION 2. Private Organizations.
An amount, as determined by the Steering Committee, will be assessed annually to each Private Organization. Funds will be received by a date determined by the Steering Committee.
SECTION 3. Meeting Costs.
The assessment may include participation costs to attend meetings related to MPPP as directed by the Steering Committee.
SECTION 4. Expenditure Approval.
Expenditure of funds will be used for operational expenses, developing tools, and research projects for implementing Pavement Preservation for the Public Agencies. The Steering Committee will approve all expenditures for MPPP.
ARTICLE VIII: Fiscal Matters
SECTION 1. Fiscal Year.
The fiscal year of the Partnership shall begin on October 1 and run through September 30 of the following year.
SECTION 2. Revenues.
State Agency Membership revenues will be through an AASHTO pooled-fund for the Transportation System Preservation Technical Services Program (TSP∙2) open to any government agency or organization. Revenues received state pooled-funds will be held by the AASHTO and dispersed for operation of the Partnership. Non-pooled-fund memberships, registration fees, exhibitor fees, or funds received for purposes consistent with Partnership programs, operations, and functions will be managed by the National Center for Pavement Preservation and dispersed for the operation and programs of the Partnership.
The fees charged for participation in the MPPP will be subject to the fee schedule shown in Appendix A. The fee structure will be reviewed and approved by the Steering Committee annually.
SECTION 3. Expenditures.
Funds will be managed and administered by the National Center for Pavement Preservation and expenditures shall only be for the purposes related to the Partnership goals. The National Center for Pavement Preservation shall be accountable to the Steering Committee in these matters.
SECTION 4. Budgets.
A preliminary budget, reflecting a proposed work program for the implementation of Partnership goals, shall be submitted by the National Center for Pavement Preservation to the Secretary/Treasurer for approval at the annual business meeting. The Secretary/Treasurer and Steering Committee shall review the annual budget and work program prior to the annual business meeting.
SECTION 5. Audit.
The Partnership account managed by the National Center for Pavement Preservation shall be subject to audit under the procedures of Michigan State University.