- Home
- Membership
- Publications
- Activities & Programs
- Resources
- Login
USPA By-LawsConstitution and Bylaws CONSTITUTION The United States Permafrost Association is formally constituted to provide a forum within the United States of America for permafrost science and engineering and to provide input reflecting the views of our members to the International Permafrost Association. BYLAWS The United States (US) Permafrost Association (Association) functions under the following Bylaws: ARTICLE I - Name Section 1. The name of this organization is the United States Permafrost Association. The United States Permafrost Association will be referred to as the “Association” throughout the remainder of the Bylaws. ARTICLE II - Territory Section 1. The Association shall include and be limited to all of the United States of America, except as provided in Article V, Section 3. ARTICLE III - Location Section 1. The Headquarters of the Association shall be the address designated by the elected Secretary. ARTICLE IV - Objectives Section 1. The objectives of the Association are: To foster the dissemination of knowledge concerning permafrost and promote cooperation among persons and local, national and international organizations engaged in permafrost investigations related to science and engineering. To provide a common forum in which to discuss and exchange ideas related to permafrost science and engineering. To cooperate with Federal, State, and local agencies, educational institutions, foundations, private companies, and with local sections and chapters of national organizations concerned with permafrost science and engineering. To be responsible for representing US engineering and scientific permafrost communities in various professional organizations, including paying annual dues to the International Permafrost Association. To incorporate the values of Diversity, Equity, and Inclusion (DEI) in its governance and operations as stated in the Association’s DEI Policy. ARTICLE V - Membership Section 1. There shall be four classes of individual memberships: regular, student, sustaining and lifetime. Regular memberships are for individuals. Student memberships are intended for students enrolled in a university degree program. Sustaining memberships are a form of regular memberships for individuals that wish to contribute more to the Association and its activities. Life memberships are a form of regular membership for individuals, which require a one-time membership payment. There shall be four classes of institutional and corporate memberships: Ice Vein, Ice Wedge, Massive Ice and Permafrost (Lifetime). Institutional members are educational institutes or departments thereof, or a Federal, State, Local or Tribal government agency. Corporate members are a business, corporation, or nonprofit organization or group interested in any aspects of the objectives of the Association. Institutional and corporate members may have one voting representative designated at the beginning of membership or renewal. All voting activity by institutional and corporate member representatives will be made in the name of the corporate or institutional member. Section 2. Membership becomes effective upon payment of the annual dues. In the case of dues being paid for a following year, the term of the active membership will begin at the beginning of the Calendar year for which dues were paid. All members may vote and serve on committees or other designated groups. Members may not vote if dues payments are outstanding. Section 3. An eligible person residing outside the United States may be member of the Association. An eligible person is current with their membership dues and has not had their membership revoked by the Association Board for not following any of the policies of the Association. Section 4. Membership in the Association will be terminated upon failure to pay Association dues for a 12-month period, upon voluntary resignation, or if the Association Board finds, by a two-thirds or more vote, that a member has engaged in a practice or has acted in a manner that discredits the Association. Section 5. Student Chapters. 1. Student Chapters may be formed with the approval of the Board. Each Student Chapter may elect a President, Secretary, and such other officers, as the Student Chapter membership considers necessary. ARTICLE VI - Officers and Duties Section 1. The officers of the Association shall be a President, a President-Elect, a Secretary, and a Treasurer. Any regular member of the Association can serve in an officer position. Elections will be held in accordance with Article VI, Section 7. Section 2. The President shall preside at meetings; shall, in consultation with the Association Board, appoint all committees; and shall perform all other duties incident to the office. The President shall prepare, in collaboration with Secretary, an annual written report of the Association’s activities to be presented to the annual meeting of the Association. The President is a one-year position. Section 3. The President-Elect shall perform the duties of the President in the temporary absence or disability of the President and serve as the President’s principal assistant in conducting the business of the Association. The President-Elect shall have general responsibilities of the activities of ad hoc committees and represent the Association Board on Standing Committees. The President-Elect will customarily succeed the President at the expiration of the President’s term. The President-Elect is a one-year position. Section 4. The Secretary shall keep the Minutes of the Association meetings, and shall perform all other duties incident to the office. The Secretary is a two-year term position. The Secretary position shall be elected for terms beginning in odd-numbered years. Section 5. The Treasurer shall be responsible for the oversight of all funds of the Association and payment of dues to the International Permafrost Association. The Treasurer’s accounts shall be audited at the close of each year as directed by the President. The Treasurer shall prepare an annual report and financial statement for presentation at the annual membership meeting. At the end of each year, the Treasurer shall present an annual planning budget and a revised five-year financial plan to the Association Board for the Association Board review and approval. The Treasurer is a two-year term position. The Treasurer position shall be elected for terms beginning in even-numbered years. Section 6. The Officers of the Association Board shall serve for two years and may, with the exception of the President and President-Elect, succeed themselves. The position of President-Elect serves for one year, then succeeds the President, and then remains on the Association Board one more year as Past-President. Their terms of office shall commence upon election at the annual membership meeting and terminate upon election and ratification of successors at the annual membership meeting. If no successor(s) is (are) elected at the annual meeting corresponding with the end of their term, the position(s) will remain open, until the Association Board assigns a temporary officer(s). ARTICLE VII - Board of Directors Section 1. The Board of Directors (Association Board) shall consist of the Officers of the Association, the International Permafrost Association Executive Committee member, the US representative(s) to the Council of the International Permafrost Association, the past-President of the Association, one appointed position by the Permafrost Young Researchers Network (PYRN), and four regular Association members. The Past-President position is a one-year position. If for some reason, this position is not filled, it shall be filled with a regular member who has previously served on the Association Board as President. Section 2. The International Permafrost Association has an Executive Committee, which has always had one US member. The Association nominates a US candidate(s) for this position, when requested by the International Permafrost Association. A US candidate must be a regular member of the Association in good standing and a US citizen or US lawful permanent resident. The US Executive Committee member serves on the Association Board as a regular voting member for the term served on the Executive Committee. Section 3. Additionally, the US representative(s) to the Council of the International Permafrost Association can serve as concurrent officers of the Association, and/or fill one of the other Board positions. The US representative(s) must be a regular member of the Association in good standing and a US citizen or US lawful permanent resident. The goal of the US representative(s) position is to have one representative for permafrost engineering, and one US representative for permafrost science. These Association Board positions are voting positions assigned by the Association Board for a period of four years, or following the organizational guidelines of the International Permafrost Association (IPA). The positions will be filled by the Association Board at the annual board meeting directly preceding an IPA International Conference on Permafrost (ICOP). The term of the position(s) shall begin and end at the IPA Council meeting held at each ICOP. Section 4. The PYRN position is a two-year position, alternating with odd-numbered years. The PYRN representative will be a US member of PYRN, residing in the US, and also an Association member in good standing. PYRN representatives will submit a candidate name(s) to the Association Board for their regular meeting scheduled the year before the position rotates. The Association Board will vote for the candidate to be on the Board, or request the PYRN representatives to submit an additional name(s). A majority vote is required to place the PYRN candidate on the Board. The term will start with regular Board meetings at the beginning of the calendar year. The goal of the PYRN position is to maintain dialogue and coordination with PYRN. In the event a vacancy develops on the Association Board (except for the PYRN and International Permafrost Association related positions), the remaining members of the Association Board shall be authorized to appoint someone to fill the vacancy for the unexpired term. Section 5. The regular Association Board members will serve two-year terms, with two members elected in odd and two members elected in even years and may serve a renewal for up to two consecutive terms. Section 6. Each Association Board member shall review and follow the Diversity, Equity, and Inclusion policy adopted by the Association Board and sign the annual Association Board Expectations Letter at the beginning of each calendar year. Section 7. The Association Board shall manage the affairs of the Association including administration, program development, supervision of financial affairs including approving a one-year planning budget and a five-year financial plan at the beginning of each year, and nominate the candidates to represent the US on the Council of the International Permafrost Association. A quorum for an Association Board meeting shall be a simple majority of the Association Board members. Section 8. In the event a vacancy develops on the Association Board, the remaining members of the Association Board are authorized to appoint an Association member to fill the vacancy for the unexpired term. Section 9. Candidates for election to the Association Board shall be nominated by the Nominating and Tellers Committee appointed by the President, with the advice of the Association Board. Members of the Nominating and Tellers Committee should be diverse and the charge to the Nominating Committee members includes following the Association’s Diversity, Equity and Inclusion policy. All candidates for election shall have reviewed the Association Board Expectations letter and agree to abide by it if elected to the Association Board. Before a name is placed in nomination, the Nominating and Tellers Committee shall be assured that the nominee will agree to serve if elected. Voting for Association Board members will be held via email or secure electronic polling interface exclusively. Ballots listing the nominations, and identifying the voting process, shall be emailed to each Association member at least ten days prior to the Annual Association Meeting. Ballots will be due via return email not less than three before the Annual Association Meeting, in order to allow for tabulating votes, and to notify successful candidates. A plurality of the votes is required for electing Association Board members. All Association Board member terms start on the beginning of the Calendar year following the annual meeting and stop at the end of the Calendar year completing their term. It is the responsibility of each individual Association member to maintain an up-to-date email address with the Secretary in order to ensure timely ballot distribution in accordance with this section. Section 10. Association Board members may assign a proxy for an individual motion vote. A proxy must be a member in good standing. Notification of a proxy for an Association Board member is sent to the Association Board as a whole. Article VIII - Committees and Groups Section 1. The following Standing Committees may be appointed each year, unless ongoing, by the President of the Association with the approval of the Association Board. The committees and their duties shall be as indicated 1. Auditing Committee - shall audit the accounts of the Treasurer of the Association. 2. Operations Committee (OpsCom) – shall develop and maintain infrastructure to support USPA activities, including, but not limited to web sites, email servers, social media outlets, and telecons. The Operations Committee shall support communication within the USPA, among USPA members, and with the broader public. The Operations Committee shall coordinate content development, including any form of text, audio, or visual media used to convey USPA information. The Operations Committee shall maintain and expand USPA individual, institutional, and corporate memberships, including collection of membership fees. 3. Nominating and Tellers Committee - shall nominate qualified candidates for the offices of the Association in accordance with the provisions of Article IV and to count and report the results of the Association balloting. The charge of the Nominating Committee members includes following the Association’s Diversity, Equity and Inclusion policy. 4. Program Committee - shall make arrangements for all meetings of the Association. 5. Presidents Council - shall provide support to the President and Association Board. The Council can aid the Association in numerous formal and informal ways through the experience and knowledge of past Presidents. The Presidents Council is comprised of past Presidents of the Association. Other distinguished members of the Association may be invited to join the Council in recognition of past significant contributions to the USPA. The Presidents Council operates under its organizational charter, which can be changed by the Council and accepted by simple majority vote of the Association Board. 6. Diversity, Equity, and Inclusion (DEI) Committee - shall review and revise the Association’s DEI Policy as needed. The Committee shall provide annual reports to the Board and membership to help inform the Association of DEI objectives and progress. The Diversity, Equity, and Inclusion Committee will operate under an Association Board approved charter, which can be changed by the Committee and accepted by simple majority vote of the Association Board.
Section 3. The President shall appoint Ad Hoc committees, in addition to those listed under Article VIII Section 1as he/she deems necessary, with the approval of the Association Board. Section 4. No committee or individual shall expend or obligate funds of the Association unless authorized by the Association Board. Article IX Meetings Section 1. Meetings of the Association will be convened at irregular intervals at local, national or international meetings. The Association will hold an annual membership meeting in the fall of each year. Electronic communications will be the main form of communications to Association members. Section 2. The order of business and procedures shall be in accordance with Robert’s Rules of Order. Article X Dues and Funds Section 1. The Association Board shall set annual dues for the Association’s membership. ARTICLE XI - Dissolution Section 1. This Association may be dissolved by two-thirds vote of all members in good standing through mail balloting. Section 2. If dissolution is favorably acted upon, all just debts shall be paid out of the funds of the Association. All remaining monies and assets shall be transferred to the International Permafrost Association. All records, correspondence, and other papers shall be archived in the University of Alaska Fairbanks Polar Archives.
Section 1. These Bylaws may be amended by a two-thirds vote of the Association Board.
Join Now! |
