INTERNATIONAL UTILITIES REVENUE PROTECTION ASSOCIATION BYLAWS (IURPA Inc.)
Article I – Purpose of Bylaws
These bylaws are promulgated to carry out the mission of the International Utilities Revenue Protection Association (IURPA, Inc.). All responsibilities, powers and rights of the Association and its members shall resolve from these bylaws.
Article II – Mission Statement
The Mission of IURPA is to assist in the development and support of a global effort that addresses revenue loss incurred by utility service suppliers from a variety of sources which include, but are not limited to energy theft, fraud, unauthorized service, inaccurate or defective metering, and error thereby reducing the unfair financial burden placed on ratepayers. IURPA recognizes organizations that address these issues by providing value through a worldwide network for information gathering, training, sharing and promoting of revenue protection ideals.
Article III – Membership
Association membership shall be available to all industry professionals (worldwide) whose area(s) of responsibility include (or have included) any business, legal, legislative or regulatory activities pertaining to revenue losses as defined in the Mission Statement. There shall be no limit to the number of individual memberships a company or organization may sponsor. Each member shall pay annual dues, as established by the Executive Board. All memberships are subject to the discretion and approval of the Executive Board.
Article IV – Voting Rights
Only active Board Members may vote for election of officers and other business matters as discussed at
business meetings. In the opinion of the Board Members, should there be a conflict of interest of any
member(s) of the Board, said Board Member(s) shall remove him/herself from the vote.
Article V – Officers, Duties
The Association shall have as officers: Chairperson, Vice Chairperson, Second Vice Chairperson, Secretary and Treasurer. The normal term limit for each office held will be a period not to exceed one year. Under certain circumstances an officer may serve two (2) consecutive terms. This shall require a majority vote of the Executive Board. Officers term of office shall begin January 1 and run through December 31 following their election / delegation. Only Utility Company employees may be elected to serve as Officers of the Association. All Executive Board members and Officers must pay annual association dues in order to maintain active status.
The election of these officers shall follow the election procedures set down in Article V of the bylaws.
The Association shall be administered by an Executive Board consisting of:
Elected Officers of the Association, Director(s) Emeritus, International Liaisons, Vendor Liaison(s), and Directors of Web Services and Finances and/or other members as may be determined to be necessary (from time-to-time) by appointment as agreed by a majority vote of the Officers.
(a) It shall be the duty of the Chairperson to preside at all committee meetings.
(b) It shall be the duty of the Vice Chairperson (1st or 2nd) to preside in the absence of the Chairperson.
(c) It shall be the duty of the Secretary to answer all communications addressed to him/her or submitted to him/her by the Chairperson. The Secretary shall also be required to maintain all necessary records for the orderly conduct of the business of the association.
(d) It shall be the duty of the Director of Finances to maintain the financial records of the Association as set forth in Article XI – Accounting; collect dues, approve and pay bills incurred in the conduct of IURPA business, as approved jointly by the Chairperson and Vice Chair. It shall be the duty of the Treasurer to assist the Director of Finances as deemed necessary. The Treasurer shall function as Secretary in the absence of the Secretary.
(e) It shall be the duty of the Vice-Chairperson, Second Vice-Chairperson, Secretary and Treasurer to perform such functions as delegated by the Chairperson.
(f) It shall be the duty of the Directors Emeritus to provide guidance, assistance and advice to the Chairperson.
(g) It shall be the duty of the International Liaison to provide guidance, assistance and advice on International matters to the Chairperson.
(h) It shall be the duty of the Director of IURPA web site to maintain the IURPA Web-Site.
(i) It shall be the duty of the vendor liaison to organize and monitor all vendor activities for the annual meeting, and arrange for the collection, apportionment, and proper record keeping of all exhibitor fees. Throughout the year, the vendor liaison shall be responsible for all communication between the Executive Board and all IURPA member suppliers of goods and services, as well as other duties that may be delegated to him/her by the Chairperson. The vendor liaison shall be nominated and elected to his/her term of office by a majority vote of a quorum of his/her peers (suppliers) in attendance at each scheduled annual meeting. (Those vendors present at the annual meeting at the time of the vote shall constitute a quorum.) The vendor liaison shall serve a two-year term on the Board to insure a smooth and orderly transition for each successor. Unless otherwise approved by the Officers, the vendor liaison shall not serve two consecutive terms.
Article VI – Election Procedures
The election of the Treasurer or other officers shall be on an annual basis.
(a) The newly elected Treasurer or other officers will be installed at the annual meeting by the current Chairperson as the last order of the business of meeting.
(b) Should the newly elected officer be absent from the meeting, his/her installation will be conducted by personal communication from the current Chairperson at his/her earliest convenience.
(c) In the event an office is vacated, that office may be filled by the next lower ranked officer. That is, the office of Chairperson may be filled by the Vice Chairperson. The vacated office of the Vice Chairperson may be filled by the Second Vice-Chairman and the vacated office of the Second Vice-Chairman may be filled by the Secretary. The vacated office of the Secretary may be filled by the Treasurer. The vacated office of the Treasurer will be filled by the Chairperson’s appointment.
(d) Nominations for Treasurer (or any vacant office) will be made by the Officers and Executive Board Members. Each Executive Board Member will have the right to a single vote for the nominated candidate. The nominee must have committed himself/herself to accept the nomination. The successful nominee will be notified of his/her selection on or before December 31 in the current year of the election. The installation of newly elected officer (s), Treasurer, etc., will take place at the Annual meeting.
(e) The Chairperson will retire to the position of Director Emeritus, a position he/she will hold for five years. The Officers and Executive Board members may vote by majority to extend the term of Director Emeritus. Director Emeritus may be extended through retirement or separation by majority vote of the Executive Board Members. Each Executive Board Member will have an equal vote.
(g) The International Liaisons are delegated by the Officers and Executive Board and serve an indefinite term.
(h) The Directors of Web-Site and Finances are delegated by the Officers and Executive Board Members and serve an indefinite term.
Article VII – Notification
Notice of all meetings will be e-mailed by the Chairperson to Executive Board Members (30) days prior to the meeting. The notice shall include an agenda, the time, date, and location of the meeting.
Article VIII – Dues
Annual dues in the amount of $75.00 per member will be assessed and payable on or before the end of the first quarter of each calendar year. The revenue is to defray the cost of activities in support of an ongoing effort to reduce revenue loss in electric, gas, cable and water utilities. There is no limit to the number of individual members a company may sponsor. International dues may be paid at the annual meeting in US funds.
Article IX – Amendments to Bylaws
The bylaws can be amended only by a two-thirds (2/3) vote of the Executive Board Members present at a regularly scheduled meeting. If adopted, the amendment(s) to the bylaws shall become immediately effective.
Article X – Meeting
The Association shall meet at least one time per year. The meeting date will be established by consensus of the officers. The time and location will be announced at the discretion of the officers to insure notification to all members. Additional meetings may be scheduled at the Chairperson’s discretion. A quorum shall consist of no less than five (5) Board members, one of which must be the Chairman or his designee and one other Officer.
Article XI – Accounting
Bank Statements:
At the direction of the Chairperson and agreement of majority vote of the Officers and Directors, the Bank Accounting may remain in a single location with a designated member other than the Treasurer. All original statements, invoices and accounting records will be forwarded to and be maintained by the Director of Finances.
Financial Reports:
A financial report will be made to the Executive Board Members the annual meeting of the IURPA Board which usually takes place at the joint conference. The financial report will not be circulated to the general membership. Any member may request and be furnished a copy of the annual financial statement.
Reimbursements:
Reimbursement of expenses to the Chairperson may be requested for one planning meeting and annual meeting. Request for reimbursement must be submitted prior to the expense being incurred. Reimbursable expenses for the Chairperson include payment of the lowest available airfare, lodging and fifty dollars ($50) per diem.
All expenses associated with the publication and mailings of the Newsletter are reimbursable, including Editor’s expenses. Reimbursement of expenses must be pre approved by the Director of Finances and Chairperson. Reimbursement of expenses for the Chairperson must be pre approved by the Director of Finances and the Vice-Chairperson.
General Expenses:
All expenses will be submitted to the Director of Finances for approval prior to payment.
Required Signatures:
One signature will be required for expenses less than five thousand dollars ($5,000). The Chairperson (and/or his/her designee) and the Director of Finances (and/or his/her designee) will be required to approve any expenses more than five thousand dollars ($5,000) with prior notification to the Board.
Article XII – Vacancies
When a vacancy on the Board exists, nominations for new members may be received from present Board members immediately by the Secretary immediately upon a vacancy or opening in the Board. These nominations shall be sent out to Board members with a regular Board meeting announcement, to be voted upon at the next Board meeting.
All vacancies will be filled for a period of time to be determined by the Board of Directors.
If the Board members remaining in office constitute fewer than a quorum of the board, they shall fill the vacancy by the affirmative vote of a simple majority of all the Board members remaining in office.
Article XIII – Removal of Board members
The board of directors may remove any Board member or agent any time for specific cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. A board’s appointment of a Board position or agent shall not of itself create contract rights.
Article XIV – Resignation, Termination and Absences
Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings, teleconferences, or electronic communications within a one year period. A Board member may be removed for other reasons by a simple majority vote of the remaining Board members.
Article XV – Board of Director Meetings by Telephonic or Electronic means
If authorized by the Board of Directors, the Board of Directors or any designated committee of the corporation may participate in a Board or committee meeting by means of a conference telephone or other communications equipment, provided all persons entitled to participate in the meeting received proper notice of the meeting, and provided all persons participating in the meeting all participate at the same time. A Board member participating in a conference meeting is deemed present in person at the meeting. The Chairperson of the meeting may establish reasonable rules as to conducting the meeting.
By Laws adopted in 1991
Amendments:
(1992 – elections)
(1993 – membership)
(1994 – expense)
(1995 – elections, expense, officers)
(1996 – board of directors)
(2001- by-laws modified)
(2002 – by-laws modified)
(2004 – vacancies, resignation, meetings)