Section 1: This organization shall be known as the Indiana Township Association, Inc., hereinafter referred to as the Association. It may be affiliated with the National Association of Towns and Townships and the Indiana Institute for Township Government, Inc. This Association shall at all times, properly file or cause to be filed all necessary tax returns and reports as may be required by the Internal Revenue Service, the Indiana Department of Revenue, and the Indiana Secretary of State.

Section 1: The objectives of this association shall be to promote, through appropriate activities, within the State of Indiana and the Nation those basic principles inherent to the maintenance of local “grassroots” government, which may include the following:

• To assist in furthering the appropriate objectives and policies of this association;
• To serve as a means of exchanging information and “best practices” among the various townships throughout the State of Indiana;
• To provide aid, cooperation, education, and technical assistance to member townships needing such assistance on matters which specifically pertain to their respective township(s);
• To propose, support, and promote legislation favorable to Indiana townships and to oppose legislation detrimental to township government;
• To encourage township officials to exercise their full rights and responsibilities as representatives of the citizens of their respective townships and to fulfill those obligations in a consistent, lawful, and meaningful way; and
• To engage in such other activities as are consistent with the objectives and principles set forth in these By-laws.

Section 1: Regular membership in this Association is limited to Indiana townships represented through the elected or appointed Township Trustees and/or a Township Board member during their official term of office.

Section 2: Corporate members shall be those dues-paying members not meeting the qualifications of Section 1 after approval of their application by the Association’s Board of Directors. The Board of Directors shall determine the necessary criteria for associate membership and the appropriate dues to be paid by qualifying applicants.

Section 3: Honorary Life members shall be those members who have been so designated by the Association’s Board of Directors and ratified by the delegates of the Association’s State convention. Honorary membership cannot be granted to those eligible for regular membership.

Section 1: The Association’s Board of Directors shall consist of the President, Immediate Past President, Vice President, Secretary, Treasurer, the Eight (8) Area Directors, and one (1) at-large Township Board member.

Section 2: The Association’s Board of Directors shall meet at least once per quarter, either by an on-line platform or in person.

Section 3: The Association President shall have the authority to call for a meeting of the Board of Directors at any time between state conventions, provided that a ten (10) day advance written, electronic, or telephone notification of the time and place shall have been given to all members of the Board.

Section 4: A quorum for the transaction of business of the Board of Directors shall consist of a majority of its members.

Section 5: Between state conventions, all matters not otherwise specifically covered by provisions of these By-laws or resolutions adopted by the convention shall be determined by majority vote of the association’s Board of Directors.

Section 6: The Board of Directors shall have the power to enter into contractual arrangements for those professional services deemed necessary by the Board of Directors.

Section 7: No later than April 1st following the adjournment of the last convention, the association’s newly-elected Board of Directors shall meet, in a place determined by the President-elect, to determine, insofar as possible, the policies and operational procedures to be adhered to by the officers of this association, until the time of the next state convention, or until such policies may be modified by the Association’s Board of Directors.

Section 8: The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and one Area Director who is to be elected, to serve on the Executive Committee, by the eight (8) Area Directors.

Section 9: The Executive Committee shall only be empowered to carry forward those directives and responsibilities, which have been entrusted to them by majority vote of the Board of Directors or the convention delegates.

Section 10: The Executive Committee shall schedule regularly monthly meetings at such time and place as it may determine, and on the call of the President or two members of the Executive Committee, when a special meeting is deemed necessary. Said meetings may take place electronically with the approval of a majority of the members of the Executive Committee.

Section 1: The convention delegates shall elect from among its regular membership a President, Vice President, Secretary, and Treasurer.

Section 2: Eight (8) Area Directors shall be elected by the Township Trustees and Township Board Members from their own geographical area.

Section 3: Those members elected in Sections 1 and 2 shall together constitute the Indiana Township Association’s Board of Directors along with one (1) Township Board member nominated and elected by the Association’s Board of Directors. The immediate past president shall be added as a member of the board with full voting rights and with the same privileges that are extended to all other members of the board. The unavailability or unwillingness of the immediate past president shall not be the reason to automatically extend this board position to another former president of the association. The term “immediate past president” is defined as the person holding the position of president of this association immediately prior to that of the current president.

Section 4: The duration of the elected officers mentioned in Section 1 and 2 shall be for a two (2) year term commencing on January 1st of the year after which they are elected.

Section 5: Each officer, at the time of officer election, shall be a member in good standing of the Association; and shall at all times during their term of office maintain membership in this association and continue to hold office as a township official.

Section 6: Installation of officers shall take place at the conclusion of the convention to assume office effective the 1st day of January. Officers-elect who are unavoidably absent shall be given the oath of obligation as soon as possible at a regular meeting of the Board of Directors.

Section 7: The election may be by acclamation for any office for which there is only one (1) nomination.

Section 8: The Credentials Committee shall serve as the election committee for the convention and be responsible for conducting the election by seeing that ballots are available for contested offices; count the ballots once they are cast; and conduct all earlier phases of the election process as directed by the convention delegates. Each nominated candidate for a contested office may have a representative of the candidate’s choice present as an observer at each stage of the election process conducted by Credentials Committee, including the counting of ballots. The representative must be a member in good standing of the Association and may not be a candidate for office. The committee shall immediately report the election results to the assembled convention delegates, stating the winner(s), the total number of votes cast for each contested position, and the total number of votes received by each candidate.

Section 9: The Vice President, Secretary, and Treasurer, in the order named shall in the absence, death, resignation, or removal of the President temporarily assume the duties of the President until the President returns to office, or until a new President is elected in his/her place by a vote of the Board of Directors.

Section 10: In the event of a vacancy on the Board of Directors, and with respect to Section 9 the association’s Board of Directors shall fill vacancies by a majority vote and in this event, the vacancy can be filled with an individual that does not reside in the geographical area.

Section 11: The nomination of candidates to fill the vacancy of the President or any other member of the Board of Directors, as outlined in Sections 9 & 10, shall not be confined solely to the Board of Directors, but such nominations may come from the regular membership of this association. Any member of the Board of Directors or any member in “good standing” of this association may present a nomination to the Board of Directors from the regular membership of this association to fill the unexpired term for any office.

Section 12: The Board of Directors shall fill an unexpired term of office on the Board of Directors, including the President, within thirty (30) days from the date of the vacancy.

Section 1 — President: The President shall be the presiding officer of all meetings of the association, including the Executive Committee, the Board of Directors, and the convention. The President shall exercise general supervision over the affairs and activities of the association and shall perform such other duties which usually pertain to the office and as may be ordered by the convention or the association’s Board of Directors. The President shall be ex-officio a member of all committees. The President shall act as direct supervisor for the Executive Director of the Association. The chairperson of each standing committee shall be appointed by the president no later than April 1st of each year. In addition to standing committees, the president shall have sole authority to appoint members to the following:

• The Indiana School Bus Safety Committee
• The National Association of Towns and Townships’ Board of Directors

The president has the authority to appoint such AD HOC committees, as the President or the Board of Directors deems necessary in progressing the affairs and business of the association.

Section 2 — Vice President: The Vice President shall perform the duties of the President in the President’s absence or incapacity and shall assist the President when requested.

Section 3 — Secretary: The Secretary shall be responsible for correct and complete records of all business conducted by the association. The Secretary shall also keep or caused to be kept an accurate and complete set of minutes for all meetings of the association’s Executive Committee; the association’s Board of Directors; and the proceedings of the association’s bi-annual convention. The Secretary shall maintain or cause to be maintained a current list of all township officials holding membership in this association, including those who are an Honorary Life member.

Section 4 — Treasurer: The Treasurer shall work with the Executive Director to develop an annual budget for the association. The Treasurer shall be responsible for the receipt and disbursement of all funds of the association pursuant to proper authorization of the Board of Directors. The Treasurer shall maintain or cause to be maintained adequate financial records showing the standing of all dues-paying members and the source and disposition of all funds in the Treasurer care. The Treasurer shall submit a monthly financial statement of all association funds showing accounts in such detail as the Board of Directors or the convention may require and report to the Board of Directors and annually to the convention. The Treasurer shall see that dues notices are sent by the 15th of January. Additionally, the Treasurer shall be bonded by the association in the amount of not less than $50,000. The original bond shall be retained by the association’s Secretary and filed at the association’s office. Address of same to be on file with the association’s Secretary.

Section 5 — Area Directors: The duties of the eight (8) Area Directors shall be to provide service to all member township officials within their geographical area by, unless setout otherwise herein; assisting the Executive Director in mobilizing the trustees in their respective area to make contact with key legislators on issues of importance to township. All Area Directors shall be members of the association’s Board of Directors.

Section 6 — County Coordinators: County Coordinators shall be selected by the Area Directors in their Area. County Coordinators will take action upon direction from the Association to ensure that all Townships are receiving notification and/or direction from the Association. County Coordinators will keep the Association updated on all Townships in their County with the name and contact information for the Trustees.

Section 1: The Association’s state convention shall be held bi-annually in conjunction with the educational conference. The place and date are to be designated by the Board of Directors.

Section 2: The President of the Association shall serve as the Convention Chairperson and appoint a three (3) member Convention Committee sixty (60) days before convention. The three (3) members shall consist of the following:

• Chairperson of the Convention Rules Committee
• Chairperson of the Convention Credentials Committee
• Chairperson of the By-Laws/Resolution Committee

The Convention Chairperson and the committee shall develop the agenda for the Convention. The Chairperson and the committee shall be responsible for recruiting and organizing volunteers to assist the Executive Director and ITA office staff to coordinate the activities and responsibilities of the Convention.

Section 3: A “Convention Call” shall be sent to all association members at least sixty (60) days prior to the convening of the convention. The notice shall state the designated place, time, and date of the convention.

Section 4: Members wishing to submit “resolutions” for consideration by the By-Laws/Resolutions Committee must furnish the resolution, in writing to the association’s secretary thirty (30) days in advance of the convening of the convention. The Association shall be responsible for providing copies of the resolutions (in book form if needed) to the convention delegates. Members who cannot meet the thirty (30) day time requirement, may, on their own introduce a resolution on the floor of the convention, provided the resolution does not propose to offer a change in the Association’s By-laws.

Section 5: A quorum for the purpose of conducting the business of this association shall be either:

• Ten percent (10%) of the total number of member townships belonging to this association and in “good standing” as of August 15th of the current year; (The meaning of “good standing” as set forth in these By-laws means the payment of the required dues by no later than August 15th of each year.) or
• Fifty (50) member townships who are registered for and in attendance at the convention, whichever is the lesser.

Section 6: The following committees and their chairpersons shall be appointed specifically for the convention by the association’s President. Such appointments shall be made as soon as possible but no later than sixty (60) days in advance of the convention.

Rules Committee — To establish rules and procedures for the convention consistent with these By-laws and “Robert’s Rules of Order.” This committee shall be responsible for providing security by manning the entrances to the convention and to assist in maintaining order, as directed by the President, on the floor of the convention. The Rules Committee chairperson shall automatically be a member of the Convention Committee.

Credentials Committee — This committee shall report to the convention the number of delegates eligible to vote and the number of associate members attending. The committee will also be responsible for conducting the election of officers during the regular business session of the annual convention and shall establish the rules, with convention approval, which govern the nomination process, the election process, and the announcement and acceptance of the election results. The election results cannot be considered final until the Credentials Committee report of the election is submitted to the convention delegates. The Credentials Committee Chairperson shall automatically be a member of the Convention Committee.

Section 7: Each township in “good standing” shall be entitled to two votes on all questions and elections before the convention. One vote is to be carried by the Township Trustee and the other by a duly certified member of the Township Board of each respective township provided said township is officially certified by the Credentials Committee. All dues shall be for the respective township.

• All voting delegates must cast their votes in person.
• A vote may be cast by a Township Board member who is properly certified.
• A Township Board member is considered “certified” when the Board member presents to and has been accepted by the Credentials Committee a statement (containing two (2) witnesses’ signatures) bearing the signatures of a majority of the Township Board members of their respective Township Board authorizing the board member so noted on the statement as the person responsible for casting any and all votes for or on behalf of their township board. In the event a board member is present, then and in that event, the in person board member shall be responsible for casting the vote.

Section 8: A roll call vote shall be held on any pending question, including the election of officers, upon demand of thirty percent (30%) or more of the delegates present.

• On roll call votes, each township shall be entitled to two votes, one to be cast by the Township Trustee and one by the Township Board member.
• The Association Secretary shall maintain, based upon the Credentials Committee’s report, the official roll of all delegates, associate and honorary life members. The Association Secretary shall call the roll, when demanded, on any pending question before the convention.

Section 1: The following shall be standing committees of this association, and the President shall appoint the chairperson of each. Each standing committee chairperson shall submit to the Budget Committee a proposed annual budget for their respective committee:

Legislative Committee — Shall be responsible for working with all legislative efforts on behalf of the association; shall be responsible for drafting or cause to be draft legislation consistent with the mandates of the convention delegates; shall assist the President in the selection and the appointment of other members to the Legislative Committee; shall furnish to the Board of Directors those policies and procedures determined necessary and germane to the work of the Legislative Committee.

Education Committee — Shall provide for the educational needs of the association and its members; shall arrange periodical educational seminars for the association in cooperation with the eight (8) Area Directors and/or any appropriate Committee of this association; shall assist the President in the selection and the appointment of other members to the Education Committee; shall furnish to the Board of Directors those policies and procedures determined necessary and germane to the work of the Education Committee.

Awards Committee — Shall conduct, at a minimum, an annual “Township Trustee of the Year”; “Township Board Member of the Year”; and “Township of the Year” award(s). The committee shall develop the necessary criteria for determining the eligibility of those to be nominated. The committee shall consist of past winners of the “Trustee of the Year” award.

By-laws/Resolutions — Shall receive, review and propose to the convention changes in the By-laws and shall review all resolutions submitted for consideration by the delegates and report to the convention their recommendations for concurrence or non-concurrence. The chairperson of the By-Laws/Resolution Committee shall automatically be a member of the Convention Committee.

Personnel Committee — Shall periodically review the personnel policies and recommend changes when necessary. Shall develop the job description for Executive Director and shall recommend to the Board of Directors procedures for hiring the same.

Executive Director shall serve as ex-officio of all standing & ad-hoc committees unless otherwise directed by the President or the Board of Directors.

Section 1: Regular membership dues shall be established by the convention and shall be based upon a formula recommended by the Board of Directors and adopted by the convention delegates.

Section 2: The Board of Directors shall have the authority to adjust membership dues annually, provided that any such increase does not exceed ten percent (10%) of the current dues rate. Any proposed increase above this threshold shall require the approval of the convention by a majority vote. The Board must provide written notice to the membership at least thirty (30) days prior to the effective date of any dues adjustment.

Section 3: Corporate membership dues shall be established by the Board of Directors.

Section 4: Honorary members shall not be required to pay dues.

Section 5: The annual dues shall be for the township and not the individual township trustee or township board member.

Section 6: Voluntary and mandatory assessments may be levied against the membership by the Association’s Board of Directors when justifiable needs exist that cannot be met by the association’s projected income. Every effort shall be made by the Board of Directors to first adjust the budget before such assessments are levied, but in no case shall the mandatory assessment exceed ten percent (10%) of the member’s regular annual dues.

Section 1: All funds belonging to the association shall be placed on deposit in a national bank or other federally-insured financial institution, as designated by the Board of Directors and shall be paid out by check only, bearing the signatures of two officers or one officer and one employee of the association. No checks shall be drawn unless properly supported by a voucher showing the particular purpose of the expenditure, invoices, receipts, and other supporting documents shall be attached to the voucher, which shall be approved and signed by the Association’s Executive Director or President. All funds not belonging to the association, but held by the association in trust for others, shall be managed in a manner specifically approved by the Board of Directors and all persons handling any such funds shall be bonded by the association in an amount of not less than $50,000.00.

Section 2: The accounts and financial records of the association shall be examined bi-annually by a professional accounting firm approved by the Board of Directors, and shall cover the full calendar year. A statement of receipts and disbursements, prepared by the professional accounting firm, shall be reported to the convention and available to members upon request. The Board of Directors may, at its discretion, require more frequent audits or examination of the accounts and financial records of the association.

Section 3: Officers and other authorized persons shall be reimbursed for all necessary and legitimate expenses incurred in the performance of authorized activities of the association. The association shall pay mileage at the same rate as the federal employees for necessary travel expenses while traveling within the State of Indiana. For traveling outside the state, the mileage rate per mile or the cost of public conveyance shall be used, whichever is lesser. In addition, per diem for daylong meetings outside an authorized representative’s home county, either in the state or outside the state shall be in such amount as the Board of Directors may from time to time determine. The Board of Directors shall adopt a reimbursement policy consistent with this section.

Section 1: These By-laws may be amended at any convention, with a quorum present, by two-thirds (2/3) vote of those member townships present and voting, provided the proposed amendment shall have been submitted in writing, to the Secretary of the Association thirty (30) days in advance of the convening of the convention.

Section 2: The parliamentary rules contained in Robert’s Rules of Order shall govern the association in all cases to which they are applicable and in which they are not inconsistent with these By-laws, or such special rules of order as may be adopted by the convention.

Section 1: Whenever a member of the Executive Committee or the Board of Directors is found to have or believed to have a “conflict of interest” on a question before the Executive Committee or the Board of Directors, such member shall excuse themselves and refrain from speaking or voting on the issue at hand. In some cases, it may be necessary for the person found or believed to have a “conflict of interest” to physically remove themselves from the meeting.

Section 2: Anytime a member of the association’s Board of Directors or any chairperson of the association’s standing committees has been charged with the commission of a Felony or a Class “A” Misdemeanor for misconduct while in the performance of their official duties as a township official, that member shall automatically be suspended from their official position with the Association until such time as the member is exonerated. Anytime a member of the Association’s Board of Directors or any chairperson of the Association’s standing committees has been notified that the member is the subject of a criminal investigation by a law enforcement authority, the member shall immediately notify the Board of Directors of the nature of the investigation. The Board of Directors may, by majority vote of all of the Directors, suspend the member from their official position with the Association until such time as the investigation has been concluded. Any vacancy in an office created by this section shall be filled, on an interim basis only, in the manner provided in the By-laws for filling vacancies in that office.

Section 3: Any member township or any officer of the association shall have the right to file charges:

• Against any individual trustee, township board member, or association board member for having engaged in conduct or a course of activity hostile or contrary to the best interest of this association or its By-laws, or
• Against any of those mentioned in Section 1(a) for conduct unbecoming an officer of this association or a member of this association for the misappropriation of funds, malfeasance in office or neglect of duty, or
• Against any organization or individual who does business or has done business with this association for having engaged in conduct or a course of activity hostile or contrary to the best interest of this association or its By-laws.

Section 4: All charges shall be in writing and notarized, specifying the particular act or acts charged; shall be signed by the charging party and filed with the President and the Secretary of the association.

Section 5: Upon receipt of the charges properly filed, the officer receiving the charges shall present them to the Executive Committee at its next meeting and the Executive Committee shall determine, by majority vote, whether or not the charges merit a hearing.

Section 6: The Executive Committee may take appropriate disciplinary action including admonishment, suspension, or expulsion for those members found guilty of the charges. For those individuals listed in Section 2(c), the Executive Committee shall, if determined guilty, sever business relations and/or expel them for future activities of this association.

Section 7: It shall take two thirds (2/3) vote in order to render a guilty verdict against any person or business appropriately charged, following a hearing, to which the accused shall have been notified and furnished with a copy of the charges not less than thirty (30) days in advance of the hearing. Both the accused and the charging party shall be accorded full opportunity to be heard and to present evidence.

Section 8: The decision of the Executive Committee under either Sections 4 or 5 shall be reported to the next meeting of the Board of Directors. Such decision shall be final and binding unless appealed as hereinafter provided.

Section 9: The decision of the Executive Committee may be appealed to the Board of Directors by either party. Notice of such appeal shall be filed in writing with the President and the Secretary within ten (10) days of the Executive Committee’s report to the Board of Directors. The appeal shall be heard expeditiously and at a regular meeting of the board, at which time the charging party, the defendant, and the Executive Committee through its elected spokesperson, in that order shall be allowed to present oral arguments of the case, following which the Board shall vote on the question of sustaining the decision of the Executive Committee. It shall require a majority vote to sustain the decision.

Section 10: The Board of Directors’ decision to sustain or overturn the Executive Committee’s decision shall be final. The parliamentary rule of “Reconsideration” shall not apply.