- Article I – Name
- Article II – Objectives
- Article III – Members
- Article IV – Meetings Of The Members
- Article V – Officers
- Article VI – Executive Committee
- Article VII – Standing Committees
- Article IX – Books And Records
- Article X – Fiscal Year
- Article XI – Dues
- Article XII – Additional Provisions
- Article XIII – Amendments
ARTICLE I – Name
This organization shall be known as the New York State Association of Town Superintendents of Highways, Inc. (hereinafter “Association”). This organization is duly incorporated as a non-for-profit corporation under the laws of the State of New York.
ARTICLE II – Objectives
The objectives of this Association shall:
A. Generally: be to act as a forum of instruction in the conduct of highway construction and maintenance superintendents of highways in the various towns throughout New York State, to exchange ideas so each member may gain from the experience(s) of their colleagues, to coordinate the efforts of Town Superintendents in the interest of better highways, to investigate, study, advocate for and discuss improvements to better improve the highways in the New York State and the efficiency and effectiveness of government in New York State, to promote the principle of Municipal Home Rule, and advance the common interests of Town Superintendents of Highways.
B. Non-Partisan: be pursued on a strictly non-partisan basis.
C. Purpose or Activity: Promote proper funding for highways, by State and Federal sources, and take positions on issues which affect quality and control of highways in the State of New York.
ARTICLE III – Members
A. Classes of Members: The members of the corporation shall be divided into six classes as Superintendent, Regular, Associate, Retired, Honorary, Honorary Life and the qualifications for membership in each class shall be:
1. Superintendent: The Town Superintendent of Highways of any Town in the State of New York shall be eligible for one membership in this Association as a Superintendent Member. Any duly elected, appointed or acting Superintendent may serve as the Town’s sole representative for this Superintendent Membership and shall serve as a Member to the Annual Meeting having all voting privileges entitled to a Superintendent Member.
2. Regular: Any government agency or political subdivision of the State with like objectives shall be eligible for multiple memberships in this Association as a Regular Member. Any elected or appointed official of this governmental entity may serve as its representative for this Regular Membership. Regular Membership shall not have voting privileges.
3. Associate: Any firm, corporation, partnership or other business entity, or their representative, shall be eligible for membership. Associate Membership shall not have voting privileges.
4. Honorary: Upon a duly enacted resolution, the Association may, upon recommendation from the Executive Committee, designate any person(s) as an Honorary Member. Honorary Members shall not have voting privileges.
5. Honorary Life: Upon a duly enacted resolution, the Association may, upon recommendation from the Executive Committee, designate any person(s) as an Honorary Life Member. Shall be a person who has distinguished themselves by commendable service in the furtherance of NYSAOTSOH’s mission. They must exhibit excellence in service, personal reputation and career achievements that have positively impacted the furtherance of local infrastructure. An Honorary/Honorary Life Member shall have the same benefits and privileges as a member, but shall not have voting privileges and shall not be subject to dues.
6. Retired: Shall be a person who was a prior Superintendent or Regular Member in good standing that has retired from their position. A Retired member shall have the same benefits and privileges as a member, but shall not have voting privileges.
B. Good Standing: A member in good standing shall be one whose dues are paid to date, except Honorary and Honorary Life Members shall not be required to pay dues to be in good standing.
C. Voting Rights: Each Superintendent Member in good standing shall be entitled to one vote.
D. Eligibility: Only those Members whose dues are paid for the current year, are eligible to any privileges and benefits of the Association. Honorary and Honorary Life Members are eligible to any privilege and benefits of the Association without having to pay dues.
ARTICLE IV – Meetings Of The Members
A. Annual meeting: An annual meeting of the members shall be held in September or October each year at such place, date and time as may be determined by the Executive Committee for the purpose of electing Executive Committee members, officers and for the transaction of such other business as may come before the meeting. At the Annual Meeting, the Association will present education instruction and/or training for the purpose of improving and developing the capabilities of the Town Superintendents of Highways, including forums, panel discussion, lectures and other programs.
B. Special Meetings. Special meetings of the Association may be called by the President. Special meetings may also be petitioned for by a majority of the Executive Committee, any two Vice Presidents or not less than fifteen (15) Superintendent members. Within thirty (30) calendar days of being personally served, with said petition, the President shall hold a Special Meeting.
C. Notice of Meetings.
1. Annual Meetings. The Secretary or President shall provide written notice stating the date, place and time of the Annual meeting and such notice shall be mailed or e-mailed to each Member not less than thirty (30) calendar days nor more than ninety (90) calendar days before the date of such meeting.
2. Special Meetings. The Secretary or President shall provide written notice stating the date, place and time of a Special Meeting and such notice shall be mailed or e-mailed to each Member not less than ten (10) calendar days nor more than thirty (30) calendar days before the date of such Special Meeting.
3. Special Requirements for Notice. In case of a Special Meeting or when required by these by-laws, the purpose or purposes for which the Special Meeting is called shall be stated in the notice. Other business may, however, be conducted at said Special Meeting at the discretion of the President.
4. Notice Effective. The notice of a meeting shall be deemed effective when deposited in the United States mail addressed to the Member at his or her mailing address, or when emailed to the Member at an e-mail address, all of such addresses, and e-mail addresses shall be updated annually by the Secretary.
D. Quorum.
1. Annual Meeting. Fifty (50) Members from Superintendent Membership shall constitute a quorum at such meetings, provided that not less than five (5) counties are represented.
2. Special Meetings. Ten (10) Members from Superintendent Membership, one of whom shall be the President or a Vice-President, shall constitute a quorum at such Special Meetings, provided that not less than two (2) counties are represented.
E. Proxies. There shall no proxy voting allowed at Annual or a Special Meeting(s).
F. Eligibility for Voting. Only Members from Superintendent Membership in good standing shall be entitled to vote on matters submitted for a vote at an Annual or Special Meeting of the Membership. Each qualified Superintendent Member shall be entitled to one vote.
ARTICLE V – Officers
A. Officers. The officers of the Association shall be a President, First Vice-President, Second Vice-President, Third Vice-President and Fourth Vice-President, Secretary and Treasurer.
B. Qualifications. All officers shall be a duly elected, appointed or acting Superintendent of Highways.
C. Election and Tenure. The President and all Vice-Presidents of the Association shall be elected by the Members of Superintendent Membership at the Annual Meeting of Members. They shall take office October 1st and serve for one year or until his or her successor has been duly elected and qualifies.
D. The Secretary and the Treasurer shall be appointed by the Executive Committee.
E. Removal. Any officer may be removed by a two-third vote of the Executive Committee.
F. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Committee for the unexpired portion of the term.
G. Powers and Duties.
1. President. The President shall preside at all meetings of the Association and its Executive Committee. The President shall appoint all Chairpersons and Members of the Standing Committees, except the Executive Committee, unless otherwise specified in the by-laws. The President shall have responsibility over managing the daily business activities of the Association.
2. First Vice-President. In the absence or incapacity of the President, the First Vice-President shall perform the duties of the President. The First Vice-President shall be the Chairperson of the Auditing Committee.
3. Other Vice-Presidents. In the absence or incapacity of the President and First Vice-President, the other Vice-Presidents shall, in order of its position from second to fourth, perform the duties of the President.
4. The Secretary shall record all meetings of the Membership and Executive Committee. The Minutes shall be made available to Members upon request.
5. The Treasurer shall have custody of the financial records of the Association and shall pay all expenses and bills of the Association. The Treasurer, upon approval of the Executive Committee, shall provide any person, corporation or company chosen by the Executive Committee with access to funds of the Association for purpose of bill and payroll paying, but the Treasurer shall monitor such activities and assure that all funds are properly accounted for, including income and disbursements. The Treasurer shall further provide or cause to be provided to the Executive Committee and the Auditing Committee Members a quarterly report of income and disbursements, and shall prepare or cause to be prepared an Annual Report for the fiscal year (January 1st through December 31st) which shall be provided to the Executive Committee Members and made available to Members upon request.
6. Additional Powers and Duties. Each officer shall have any additional powers and perform any additional duties as may from time to time be specified by the Executive Committee by written resolution and in the absence of such specifications, each officer shall have the powers and perform such duties of officers of the same title serving in non-for-profit corporations having the same or similar general purposes and objectives and this Association.
H. Other Offices. The Executive Committee shall appoint the Secretary and the Treasurer and may appoint such other offices as it deems desirable and such officers shall have the authority and perform the duties prescribed by the Executive Committee. The Secretary and the Treasurer may, but need not, be Members of the Executive Committee. If they are not Members of the Executive Committee, they shall not have a vote at Executive Committee Meetings.
ARTICLE VI – Executive Committee
A. General Powers. Under the leadership of the President the general affairs and operation of the Association shall be managed by the Executive Committee. The Executive Committee shall act as the Association’s Board of Directors and shall have all powers of a Board of Directors under New York State law or the Association’s Articles of Incorporation.
B. Number. The Members of the Executive Committee shall not be less than twelve (12) and not more than twenty (20). The Executive Committee shall consist of the President, First, Second, Third and Fourth Vice Presidents, the immediate two (2) past Presidents, and not more than thirteen (13) or less than five (5) At-Large Members, defined below. The Secretary or Treasurer and any other additional officers appointed by the Executive Committee shall serve as ex-officio Members of the Executive Committee and shall not have voting privileges of the Executive Committee, unless they are an At-Large Member of the Executive Committee.
C. At-Large Members.
1. Election and Tenure. The At-Large Members shall be elected at the Annual meeting and shall be only from the class of Superintendent Membership. They shall take office October 1st and serve for one year or until his or her successor has been duly elected and qualifies.
2. Qualifications. An At-Large Member shall be a duly elected, appointed or acting -Superintendent of Highways.
3. Removal. An At-Large Member may be removed by a two-third vote of the Executive Committee.
4. Vacancies. A vacancy of an At-Large Member because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Committee for the unexpired portion of the term.
D. Past President.
1. Defined. The immediate two (2) past Presidents.
2. Qualifications to vote. If a Past President is no longer a Superintendent, then they will receive the same benefits and privileges as an At-Large Executive Committee member, but shall not have voting privileges.
3. Removal. A Past President may be removed from the Executive Committee by a two-third vote of the Executive Committee.
4. Vacancies. A vacancy of a Past President because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Committee with an additional At-Large Member for the unexpired portion of the term.
E. Meetings of Executive Committee.
1. Regular Meetings. The Executive Committee shall meet on a quarterly basis. The President shall set the date, place and time for these Regular Meetings.
2. Special Meetings. Special meetings may be called by the President. Special meetings may also be petitioned for by any three (3) Executive Committee members. Upon being personally served with said petition, the President shall hold the Special Meeting within ten (10) days.
F. Notice of Executive Committee Meetings.
1. Regular Meetings. The President or the Secretary shall provide written notice stating the date, place and time of the Regular Meeting and such notice shall be mailed, or e-mailed to each Executive Committee Member not less than ten (10) calendar days before the date of such meeting.
2. Special Meetings. The President or the Secretary shall provide written notice stating the date, place and time of a Special Meeting of the Executive committee and such notice shall be mailed, or e-mailed to each Executive Committee Member not less than three (3) days before the date of a Special Meeting by the President or the Secretary.
3. Special Requirements for Notice. In case of a Special Meeting, the purpose or purposes for which the meeting is called shall be stated in the notice, provided that additional business may be conducted at such meeting at the discretion of the President.
4. Notice Effective. The notice of a meeting shall be deemed effective when deposited in the United States mail addressed to the Executive Committee Member at his or her mailing address, or when e-mailed to the Member at an e-mail address, all of which shall be updated annually by the Secretary.
G. Quorum of Executive Committee Meetings.
1. Regular Meeting. One-Third (1/3) of the Executive Committee shall constitute a quorum at such meetings.
2. Special Meetings. One-Fourth (1/4) of the Executive Committee, one of whom shall be the President or a Vice-President, shall constitute a quorum for Special Meetings of the Executive Committee.
H. Proxies. At any meeting of the Executive Committee, a member entitled to vote may vote by proxy executed in writing by the Executive Committee Member on a specific issue or vote set forth in the proxy and identified in the notice of the Meeting. General proxies shall not be allowed. The Proxy shall be filed with the Secretary or Presiding Officer of the meeting. Proxies shall only be valid for a specified meeting and shall not be valid after one (1) month from the date of execution.
I. Decisions. The act of a majority of the voting Members of the Executive Committee present or voting by Proxy allowed by “H” above at a meeting at which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by law or by these by-laws
J. State Government Affairs Coordinator. The Executive Committee may employ or contract with a State Government Affairs Coordinator, which may be an individual or other entity. The State Government Affairs Coordinator shall work with the Executive Committee to develop and execute the state legislative agenda for the Association. The State Government Affairs Coordinator shall serve at the pleasure of the Executive Committee and shall be compensated at a rate established by the Executive Committee.
K. Management and Communication Services. The Executive Committee may employ or contract with a company or individual to provide management and communication services to the Association, to work under the direction of the President, subject to oversight by the Executive Committee as it shall determine.
ARTICLE VII – Standing Committees
1. Consist of not less than (five) or more than eleven (11) Members.
2. Be appointed by the President no later than the commencement of the Annual Meeting.
3. Make nominations for all officers and At-Large Members for the Executive Committee and report these nominations to the Superintendent Members for approval at the Annual Meeting. Other nominations from the floor shall be considered and voted on by the Superintendent Members.
1. Be chaired by the First Vice-President.
2. Consist of not less than (five) or more than eleven (11) Members.
3. Audit the books of the Association kept by the Secretary at least 30 days before the Annual Meeting at a meeting called by the First Vice-President.
4. Submit an annual audit report to the Executive Committee and Secretary.
1. Consist of not less than (five) or more than eleven (11) Members. The Executive Committee may also appoint no less than five (5) Associate Members to serve as Vendor Liaisons. These liaisons will serve as representatives from the Vendors Relations Committee to solicit feedback from vendors broadly. They will have five (5) year staggered terms as appointed by the Vendor Relations Committee.
2. Develop relationships with Associate Members and other vendor prospects.
3. Make recommendations concerning all events and services for the same.
1. Consist of not less than (five) or more than eleven (11) Members.
2. Study legislation that pertains to highway infrastructure and make recommendations from time to time.
1. Consist of not less than (five) or more than eleven (11) Members.
2. Educate members how to be better qualified, promote ways to better understand new techniques, methods of construction, and the use of materials, promote a mutual exchange of ideas among membership and to promote the correct interpretation of the law.
1. Consist of not less than (five) or more than eleven (11) Members.
2. Study and recommend amendments to the By-laws of the Association from time to time.
3. Receive recommendations of any proposed amendments from the Executive Committee. Once approved by the Executive Committee and before submitting the amendment for full approval by the Members, the Committee may seek counsel from an attorney before submitting the amendment for full approval by the Members, subject to approval by the Executive Committee.
4. Present any amendments at a meeting of the Members for final approval.
1. Consist of not less than (five) or more than eleven (11) Members.
2. Be responsible for the management and oversight of the newsletter, website maintenance, email and other activities that may fall within the broader scope of internal and external communications.
ARTICLE IX – Books And Records
The Secretary and/or Treasurer shall keep correct and complete books, record of accounts and minutes of the proceedings at the Annual Meeting, Executive Committee Meetings and any other meetings and shall annually update a record by the Secretary listing all the names and addresses, and email addresses of the Members. All books and records of the Association may be inspected by any Member, his agent or attorney for any proper purpose at any reasonable time.
ARTICLE X – Fiscal Year
The fiscal year of the Association shall be the first of January in each year and end on December 31st of the same year.
ARTICLE XI – Dues
A. Annual Dues. Dues shall be paid for Superintendent, Regular, Retired and Associate memberships on an annual basis. Dues shall be waived for Honorary and Honorary Life Memberships.
B. The Executive Committee shall have the authority to determine the amount of annual dues payable to the Association by Members of each class and shall give notice concerning any changes to the Members annual dues at least 30 days before the Annual Meeting.
C. Payment of Dues. Annual Dues shall be paid to the Treasurer no later than the start of the fiscal year.
D. Default and Termination of Membership. When any Member of any class, required to pay dues, is in default in the payment of dues for a period of twelve (12) months from the beginning of the period for which such dues became payable, his or her membership shall be automatically terminated.
ARTICLE XII – Additional Provisions
A. Compensation Provision. No part of the dues of this Association shall inure to benefit of any member, officer or any private individual. A reasonable compensation may be paid to the Secretary or Treasurer. Reasonable expenses to officers may be reimbursed after approval by the Executive Committee.
B. Fringe Benefits. All employees of the Association may be enrolled in the New York State Retirement system.
C. Dissolution. In the event of dissolution, after all of the necessary expenses are paid, all of the remaining assets and property of the Association shall be distributed equally to the Towns of the State of New York and be used for a public purpose.
D. Video Conferencing. If authorized by the President, Members may participate by video conferencing at any meeting of the Association as long as the Member can be seen and heard throughout the meeting and can participate in real time. Participation by video conferencing shall be subject to all rules as stated in these by-laws.
ARTICLE XIII – Amendments
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the Members present at any regular or special meeting.
September 21, 2006
September 25, 2008
September 24, 2009
September 29, 2011
September 19, 2013
September 17, 2015
September 15, 2016
September 28, 2023