Bylaws and Strategic Plan
Article I - Name
The organization shall be known as the Council of University Transportation Centers (CUTC). CUTC is a not-for-profit corporation chartered in the State of Tennessee, June 4, 1982, (amended January 11, 2015).
Article II- Purpose
CUTC desires to strengthen the role of transportation research and its role in education. CUTC recognizes that there are different levels of commitment to transportation research and education within the university and college environment. The type of organizational structure developed by a university to carry out its role in transportation research and education often suggests its level of commitment.
There are many issues that are unique to specific organizational structures within a university. Formally structured transportation research, education and technology transfer centers address issues relative to management, fiscal operations, physical plants, personnel, as well as others, which are often at a different level of concern from the issues experienced by individual faculty members. The ability to adequately address these issues within a university has a direct impact upon research, education and technology transfer activities conducted by a given center.
CUTC also recognizes that there are units of varying size and number within a university that may participate in transportation research and education; for example, academic departments organized by discipline. CUTC supports all transportation research and education by units other than university recognized centers. While CUTC fully recognizes that the missions of various units conducting transportation research and education in universities may be similar to that of formal centers, centers that engage in research, education, and technology transfer have unique roles and interests.
Therefore, in order to accommodate the diversity of interests in transportation research and education at universities and at the same time promote the role of formal centers, CUTC maintains two divisions of membership (i.e., Members and Provisional Members, as defined in Article III, Membership) that represent in general the different levels of commitment to transportation programs by a university.
CUTC is organized to exchange information on the various issues confronting the centers in their respective universities and to provide a resource to universities aspiring to increase their role in transportation research, education and technology transfer. CUTC desires to develop positions on policies or other activities that would have an impact upon the role of transportation centers in universities.
The basic purposes of CUTC are to:
- improve and enhance research and education in transportation and related areas,
- provide a means by which problems common to transportation centers in universities can be discussed and clarified,
- provide a mechanism for the joint consideration of problems of research methodology and the availability of data,
- provide a medium through which transportation research and education may be enhanced and where information and opinions on problems emerging in transportation can be expeditiously exchanged,
- provide a forum for better integrating and coordinating research with academic education, training and technology transfer, and
- provide for meetings of CUTC for the discussion of those problems typically faced by the membership, both with respect to the subject matters of research, education and technology transfer and with respect to problems of administration
- develop strategies and organize activities to help promote interest in the field of transportation research to help assure a workforce for the future, and
- recognize the outstanding work through awards (some financial) of the general membership of CUTC and award its students, faculty, administrators and others within the membership
Article III - Membership
Any organized center, institute, division, unit, or specifically identifiable organization devoted to transportation research, education and technology transfer, which is an integral part of a university or four-year college, may apply for membership in CUTC on behalf of the university, college or the entity itself (if the autonomous entity is associated with one of the foregoing entities). Each university accepted for membership shall designate an individual as its representative with an endorsement from a senior university administrator. Multiple memberships may be maintained at the same university with multiple centers, institutes, divisions, units or specifically identifiable organizations devoted to transportation research, education and technology transfer activities. However, each center that is a member shall pay dues to CUTC. CUTC members must be in good financial standing to be eligible for voting and awards from the organization. Good financial standing as determined to have paid annual dues within four months after the invoicing date of July 1 of the same year. All CUTC member institutions will have all the benefits of membership (including voting and award eligibility).
To qualify for Membership in the Division of Members, an organization shall show evidence of the following:
- It shall be an identifiable administrative organization of a department, college, university or university system that indicates a serious commitment to transportation research, education and technology
- It shall have a director (or equivalent), confirmed in writing by a senior university administrator, who devotes at least part time to the work of the organization
- It shall have at least two other faculty or senior professional staff engaged in the conduct of transportation research, education and technology transfer
- There must be evidence of a statement of purpose, proposal or strategic plan for this organization
- It must provide for a continuing program with ongoing financing.
Any member that ceases to meet the criteria for membership shall be subject to review by the Executive Committee. Upon recommendation of the Executive Committee, the organization’s membership may be terminated by a majority vote of the Division of Membership at a regularly scheduled semi-annual meeting.
An applicant that does not meet all of the criteria for Membership may be admitted as a Provisional Member, upon the recommendation of the Membership Committee, subject to vote of the Members at a regularly scheduled semi-annual meeting. A Provisional Member must qualify for regular admission within three years of the date of provisional admission. Provisional Members shall have the same rights and duties as Members, except the privileges of voting and of serving on the Membership Committee, Nominating Committee, and the Executive Committee (which includes officer positions). If the Provisional Member does not apply for membership to the Membership Committee before the end of three years, they can no longer participate in CUTC or be eligible for any of the benefits of the CUTC membership.
A Provisional Member may apply for Membership by submitting to the Membership Committee complete documentation showing that it meets the criteria for Membership. Provisional Memberships still have the same financial responsibilities as a general member in annual dues and must be paid by November 1 of the year they applied (and subsequent years until general membership is attained or membership is revoked).
A complete application should be received by the Membership Committee no later than 30 days before a scheduled meeting of CUTC in order for that application to be acted upon at said meeting.
Article IV- Meetings
CUTC shall hold two meetings per calendar year for the membership. One meeting will be held in the summer of each year (identified as the “Annual Meeting”); a subsequent meeting will be held during the Transportation Research Board January meeting in Washington, D.C. Unless stipulated to the contrary by the membership, the meetings of CUTC shall be conducted under the most recent edition of ROBERT’S RULES OF ORDER. Standing committees meetings may be conducted electronically (teleconference, videoconference, e-mail exchanges), unless any member of committee objects, at which point the meeting shall be conducted in-person at the next convenient occasion.
Article V - Officers, Duties of Officers, Officer Elections
- The officers of CUTC shall be a president, a vice-president, a secretary, and a treasurer elected for terms of one year or until the next Annual Meeting. The officers shall be chosen from the Division of Members.
- If the office of the president becomes vacant, the vice-president shall become president for the remainder of the term. The Executive Committee shall appoint a new vice-president who shall hold office for the remainder of the term.
- CUTC may choose, by a majority vote of the Division of Members, to designate an agent to perform administrative duties associated with the conduct of the duties of secretary and/or treasurer, and other functions.
- The CUTC Executive Committee, by majority vote, may terminate the appointment of a specific agent. All Officers of the CUTC Executive Committee may only serve if the centers, institutes, or units at their respective universities are in good financial standing or they shall be removed from office. The president will have the authority to bring this issue up to the Executive Committee and call for a vote on the removal of any officer not in compliance. Good financial standing as determined to have paid annual dues within four months after the invoicing date of July 1 of the same year. A simple majority vote of the CUTC Executive Committee will determine the officer being removed from the CUTC Executive Committee.
V.2 Duties of Officers
- The president shall act as the chief executive officer of the organization, shall be responsible for ensuring that the affairs of the organization are properly attended to, and shall bring to the attention of the membership all matters affecting the operation and well-being of the The president will appoint committees subject to the approval of the Executive Committee and is an ex-officio member of all standing and special committees.
- The vice-president shall assist the president in the administration of the organization. The vice-president will also have responsibility for the CUTC annual banquet and serve as chair of the summer meeting in conjunction with the host university.
- The secretary, with the assistance of any designated agent of CUTC, shall be responsible for minutes of the business sessions of all CUTC meetings. Copies of all meeting minutes will be provided to all CUTC members. The outgoing secretary will be responsible for the minutes of the Annual Meeting, including the Executive Committee.
- The treasurer shall provide fiscal oversight of CUTC’s financial affairs. The treasurer, with the assistance of any designated agent of CUTC, will have the responsibility for receiving, managing, and disbursing funds of CUTC. The treasurer shall submit to the membership an annual report on the receipts, expenditures, and the financial condition of CUTC. The treasurer of CUTC or agent shall keep a permanent record of the year-to- date financial statements to be made available upon need by the elected officers and/or the Executive Committee of CUTC.
V.3 Officer Elections
- There shall be elected at each Annual Meeting the officers of CUTC (see Article VI). At least 60 days prior to the Annual Meeting, the president shall appoint a Nominating Committee, and its chair will be named by the president, which shall nominate the officers of CUTC and (at least) two Members at large for the Executive Committee from the Division of Members. The Committee shall report the names of such nominees to the secretary at least 40 days prior to the Annual Meeting. The secretary shall report the names to the membership no later than 30 days prior to the Annual Meeting. Any group of five or more Members of CUTC, shall have the privilege of making additional nominations in writing to the secretary not later than 10 days prior to the Annual Meeting. The secretary shall prepare the official ballot, showing separately those nominated by the Nominating Committee, and submit it at the Annual Meeting for vote of the Members. The notice will be sent electronically to the university representative listed on the CUTC website as the official representative of a center, division, institute, etc.
- The officers shall be elected at the Annual Meeting and assume office at the end of the Annual Meeting.
- No person having been elected to an office may be re-elected to that office unless a period of two years has expired since holding the office.
Article VI - Standing Committees
- Executive Committee. The Executive Committee shall consist of all elected officers, the immediate past president, and six Members elected at large from the Division of Members. The Members at large will be elected for a three-year period. It is intended that these Members have staggered terms (two per year) to provide for continuity. Thus, each year, two Members from the Division of Members (elected by the Division of Members) will normally be elected to the Executive Committee, plus filling any vacancy on the Executive Committee. In the case of a resignation or elevation of a committee member to an officer position, it may be necessary to appoint a member at large position. The appointment of this member at large position will be by a simple majority vote of the Executive Committee for the remainder of the term of the vacancy. The new appointee will not have the two year restriction for running for an additional office as illustrated in V.3.C. The president shall serve as chairperson. The Executive Committee shall select the site for CUTC meetings and shall aid the president in planning the agenda for business sessions. Also, it shall provide for an annual audit of the financial records. The Executive Committee shall be available to aid the president in the general administration of the affairs of CUTC and to act for the Membership in an emergency or unusual circumstance.
- Nominating Committee. The Nominating Committee shall prepare a slate of nominees for all vacant offices of the Executive Committee including the treasurer position and two (or more) members at large for the Executive Committee. The Executive Committee Memberships will be filled by election as set forth in Article IV. The Nominating Committee shall be appointed by the president and shall be chosen from any member of the CUTC general membership in good financial standing.
- Membership Committee. The Membership Committee shall review the applications of prospective members and make appropriate recommendations to the Membership. The Membership Committee will be the vice-president of the organization and shall consist of three Members chosen from general membership of the organization in good financial standing.
- Federally Sponsored Centers Committee. The mission of the Federally Sponsored Centers Committee is to serve as the point of contact for activities required of transportation centers by sponsoring federal agencies, and to accommodate those activities within CUTC’s normal activities, to the extent consistent with the purposes of CUTC. This committee is open to any member of CUTC with an interest in federally funded transportation centers. The Chair shall be appointed by the President of CUTC and shall be a representative of a federally sponsored center (which may or may not be receiving federal funding at the time of appointment). Any member of this committee must be represented by an organization in good financial standing to be eligible to serve.
Article VII - Dues, Fees and Assessments
The expenses of the organization shall be defrayed by equal annual assessment of the membership, which will be determined at an Annual Meeting of the membership. A majority vote of CUTC members present and voting at the Annual Meeting shall establish the annual assessment, such assessment to remain in effect until changed at a subsequent Annual Meeting. Current annual dues are US $800 per year per any organized center, institute, division, unit, or specifically identifiable organization devoted to transportation research, education and technology transfer. Any increase in the amount of dues must be approved by simple majority at a semi-annual meeting of the Division of Members. The increase will not be effective until July 1 of the upcoming year in which the Division of Membership approved.
Each member shall pay annual dues as established by CUTC. The amount shall become due and payable on July 1 of each year. Failure of any member to pay dues within four months of the date of invoice will result in that member’s membership privileges being suspended, such suspension to continue until payment is made. Failure to pay annual dues by Nov. 1 of the invoice year will result in the university not being able to vote or be eligible for CUTC awards to the Division of Members. If after one year, no payment is made to CUTC, all privileges and benefits are revoked. The organization will have to re-apply for membership to CUTC for consideration of membership (Article III).
In the event of termination of a member for any reason, voluntary or not voluntary, no refund of any dues paid shall be made by CUTC.
Article VIII - Dissolution
Dissolution of the Corporation shall be in accordance with Section 48-1007, Articles of Dissolution, Tennessee Code Annotated. Further, the assets shall be transferred or conveyed to one or more domestic corporations, societies, or organizations which are not for profit and which are engaged in affairs substantially similar to those of the Corporation, as designated by the Executive Committee.
Article IX - Amendments
Bylaws for CUTC may be amended by a majority vote of the Division of Members qualified to vote and present at a regularly scheduled meeting. Proposed amendments to the Bylaws will be prepared by the Executive Committee and cannot be acted upon at any meeting unless those voting Members attending the meeting have received copies of the proposals 7 days before the meeting, or unless those voting Members attending the meeting give unanimous approval for the consideration of the proposals.
Amendments to the Bylaws may also be proposed in writing to the Executive Committee by not less than 50 percent of the Members having voting rights at such time. If the Executive Committee shall decline to adopt such amendment to the Bylaws, it shall cause the proposed amendment to be submitted to a vote of the eligible voting Members at the next meeting of the members held more than 60 days following the action of the Executive Committee. The secretary will include such proposed amendment in the notice of meeting sent to each member.