By-laws

BY-LAWS
of the
SOUTHEAST PAVEMENT PRESERVATION PARTNERSHIP
September 16, 2010

ARTICLE I: Name and Location

SECTION 1. Name.
The name of this organization shall be the Southeast Pavement Preservation Partnership (SEPPP).

SECTION 2. Location.
The offices and the principal place of business for the SEPPP shall be the National Center for Pavement Preservation, 2857 Jolly Road, Okemos, Michigan 48864.

SECTION 3. Southeast Region.
For the purpose of these by-laws, the Southeast refers to a geographic region, which may include the states of Virginia, North Carolina, South Carolina, Georgia, Florida, West Virginia, Tennessee, Arkansas, Kentucky, Louisiana, Mississippi, Alabama, Texas, Oklahoma, and Puerto Rico.

ARTICLE II: Vision, Mission and Objectives

SECTION 1. Vision Statement.
A partnership of agency, industry, and academia professionals focused on improvements and promotion of pavement preservation principles, concepts and applications.

SECTION 2. Mission Statement.
Provide an ongoing regional forum for Pavement Preservation principles by promoting and implementing the benefits of Pavement Preservation and by sharing and exchanging improvements in research, design, specifications, materials and construction practices.

SECTION 3. Objectives:
1.     Promote and implement the benefits of Pavement Preservation.

2.     Promote uniformity of regional specifications and guidelines for pavement preservation treatments.

3.     Promote the use of improved materials, equipment, and processes among the member agencies.

4.     Promote the sharing of innovative contracting practices.

5.     Establish a coordinated regional research effort.

6.     Advocate the advancement of Pavement Preservation training.

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 SEPPP by application and approval by the Steering Committee.

SECTION 2. Voting Rights.
Each member state shall have two votes and all other member public agencies and organizations shall have one vote.

ARTICLE IV: Steering Committee

SECTION 1. Committee Structure.
The Steering Committee of the Partnership shall consist of ten members of whom three shall consist of a Chair, a Vice-Chair, and Secretary/Treasurer.  The Chair shall be selected from a state member agency.

SECTION 2. Authority of Steering Committee.
The governing body of this organization shall be the Steering Committee.  This Committee shall act on selected issues and requests brought by the general membership.  The Steering 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. Selection of Officers for the Steering Committee and members of the Steering Committee.
The general membership of the SEPPP shall select three officers to preside over the business meetings.  The officers are a Chair, Vice-Chair, and Secretary/Treasurer.  All members of the Steering Committee shall be members of organizations that are in good financial standing in the SEPPP.

Steering Committee members shall be selected by their individual member organizations.  The Steering Committee members shall be ten members from the following categories:

State Public Agency members – four Steering Committee members to be selected by the participating State agency members.  One of these four is the Chair of the SEPPP.

Local Agency members – one Steering Committee member to be selected by participating town, city, village, and county representatives.

Industry Organization Members – two Steering Committee members to be selected by the participating industry organizations.

Academic Members – one Steering Committee member to be selected by participating representatives of colleges and universities.

At-Large Representative – one Steering Committee member to be selected by the general membership of the SEPPP.

Federal Highway Administration – one representative to be selected as a member of the Steering Committee.

When a selected Member of the Steering Committee is not present, a designated alternate for each absent Member may serve on the Steering Committee as a voting member by proxy.

If any group is not represented in the SEPPP, their membership on the Steering Committee shall remain vacant until such time as the group is represented.

SECTION 4. Terms of Service for Officers and Members.
Members of the Steering Committee shall serve three-year terms with one-third rotating off each year.  Officers will serve a one-year term with the Vice-Chair becoming the Chair and the Secretary.  The Treasurer position will be re-elected each year.

SECTION 5. Duties of Officers.
The Chair of the Steering Committee will preside over the annual meeting and shall have active control of the membership business meeting.

The 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 SEPPP maintained by the National Center for Pavement Preservation.  The Secretary/Treasurer will review minutes produced by the appointed meeting recording secretary.

SECTION 6. Vacancies and Removal of Officers.
The general membership shall fill by a special election, the vacancies of any officers for the balance of their terms of office.  The Steering Committee may, at its discretion, by a two-thirds vote, remove any officer from their office with cause.

Any member of the steering committee who is absent from the annual meeting for two consecutive years, will be considered to have voluntarily resigned from the steering committee and the position will be filled at the business meeting.

ARTICLE V: Meetings

SECTION 1. Annual Business Meeting.
The date of the annual business meeting shall be set by the Steering Committee.  The purpose of the meeting shall include presentation of formal reports of task forces, election of officers, filling of vacancies for the Steering Committee, and acting on all business brought before the meeting.

The Officers of the Steering Committee will be responsible for developing the annual business meeting agenda and distributing it at least 45 days prior to meeting.

SECTION 2. Other Meetings.
Other meetings of the organization, including, but not limited to, Task Forces 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 45 days before the date of the meeting.

SECTION 4. Quorum.
A majority of Officers and Steering Committee Members present in person or via conference call shall constitute a quorum at any meeting of the Steering Committee.

ARTICLE VI: Amendment to By-laws

SECTION 1. Amendment Process.
These By-laws 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 by general membership.  The Steering Committee will not present proposed amendments for consideration, which create personal liability for the members of SEPPP.

ARTICLE VII: Assessments

SECTION 1. Public Agencies.
The State Highway Agency portion of the SEPPP shall be funded by an annual voluntary AASHTO assessment.  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 by the National Center for Pavement Preservation by a date determined by the Steering Committee.

SECTION 3. Meeting Costs.
The assessment may include participation costs to attend meetings related to SEPPP as directed by the Steering Committee.

SECTION 4. Expenditure Approval.
Expenditure of funds will only 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 SEPPP.

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.
Membership revenues will be collected through AASHTO pooled-fund open to any government agency or organizations.  Revenues received from state pooled-funds will be held by 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.

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. Budget.
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.