There shall be an Executive Committee composed of the following voting members:

• The President;
• The Vice President;
• The Secretary-Treasurer;
• Two Board Members from each of the four Regional Associations, and
• The immediate past-president shall serve as an ex-officio member, as long as that person occupies the same position in his or her Member Department as during that person’s tenure as President; otherwise, the position may be filled by the most recent past president that occupies the same position in his or her Member Department as during that person’s tenure as President.

The Executive Committee shall also include the AASHTO Executive Director as an ex officio, non-voting member.

The Executive Committee is responsible for the management of the activities and affairs of the Association, including:

1. Preparation and adoption of the Association’s annual budget, in accordance with procedures which it shall establish and in keeping with the Association’s dues structure as established by the Board of Directors, and consider and act upon related financial management decisions for the Association;
2. Employment of the Executive Director, with confirmation by the Board of Directors, and establishing his or her compensation;
3. Managing the Association employee pension plan, including monitoring of a pension trustee committee;
4. Selection of the Association’s annual meeting site; and
5. General management of the business of the Association, including such matters as receiving and reviewing financial reports, establishing administrative procedures, and reviewing audits.

The Executive Committee shall provide reports of their activities to the Board of Directors.

The President shall have the power to fill any vacancies in the Executive Committee, or in any elective office other than that of the President, subject to approval of a majority of the members of the Executive Committee. Any such appointment so made shall expire at the close of the next annual meeting. In the event of a vacancy in a term extending beyond the annual meeting, such vacancy for the balance of the unexpired term shall be filled by election at the annual meeting, or in the instance of a Regional Representative, by the voting Board Members of that Region, at a meeting to which they have all been invited.

The majority of the voting members of the Executive Committee shall constitute a quorum for the Committee to transact business. A majority vote of the voting Executive Committee Members present on matters of general business shall be considered binding on the Association’s officers and committees. Proxy voting is not permitted. A two-thirds affirmative vote of all voting Executive Committee Members is required for approval of the budget. The Executive Committee shall meet during the Association’s Annual Meeting. The Executive Committee shall also meet at the Association’s Spring Meeting, during which a budget for the next Association fiscal year shall be considered and adopted, and other necessary business of the Association conducted. The Executive Committee shall also meet at the call of the President, or on a call signed by three voting members of the Committee.

Executive Committee meetings may be held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.

The President, Vice President, Secretary-Treasurer, and the Executive Director shall serve as Pension Plan Trustees and shall report to the Executive Committee to assure sound management of the plan.

There shall be two Regional Representative on the Executive Committee from each region of the Association. Each Regional Representative shall be a Chief Executive Officer of a Member Department, and shall be elected for a two-year term by the Member Departments of the respective regions at an annual meeting of the Association or at a meeting of the Chief Executive Officers of a region to which they have all been invited. The two Regional Representatives from each region shall serve staggered two-year terms, and to establish this, one of the Regional Representatives from each region first elected under this provision shall be elected to a one-year term. Neither the Regional Representatives nor their Member Departments shall be eligible for immediately successive terms, except for the Regional Representatives first elected under this provision to a one-year term, who shall be eligible for an immediately successive two-year term. The Regional Representatives shall take office at the close of an annual meeting, unless provided otherwise by the Board of Directors.

The regions from which the Regional Representatives are to be elected are the following: