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Bylaws
BYLAWS
THE COALITION FOR THE ADVANCEMENT OF REGIONAL TRANSPORTATION, INC.
Retranscribed July 2002 to incorporate amendments through May 2000
ARTICLE 1
MEMBERSHIP
There shall be two (2) classes of membership, Organizational and Individual. Organizational membership allows a not-for-profit organization to become a member of the corporation, and to exercise as an organization those privileges and rights as would be accorded an individual member. The participation of Organizational members, in voting and in participation in corporation meetings, shall be by representative, and the representative designated by the Organizational member as voting representative shall have the authority to cast one vote per organization on any matter put before the body for a vote.
Individual membership accords each individual member those rights and privileges as set forth in these bylaws. Those rights include the right to attend and participate in discussions and deliberations at the general membership meetings, and to cast a vote on any matters put before the body for a vote. Voting shall be undertaken in person, and the use of a proxy is disallowed.
For-profit organizations may petition to the general membership of the Coalition for the Advancement of Regional Transportation, Inc., for affiliate membership in the organization. Such affiliate membership shall confer upon the affiliate member all rights of individual membership except that affiliate membership confers no voting privileges.
Recognizing that consensus is the goal of deliberation among the membership, these bylaws acknowledge that in instances where consensus cannot be achieved after reasonable discussion, the vote of the majority of members present and voting shall decide a matter before the membership. Each Individual and each Organizational member shall have the right to present business to the membership for consideration, to comment on any business presented to the membership, and to otherwise participate in membership meetings. Membership shall be renewable annually.
ARTICLE 2
AMENDMENT OF BYLAWS
These bylaws may be amended by a vote of a two-thirds (2/3) majority of the voting members of the Board of Directors present at a regular or special meeting, provided, however, that no such vote shall be had unless written notice of the proposed change and of the meeting at which such changes will be considered, has been mailed to each Director at least thirty (30) days in advance of the meeting. All proposed amendments shall be submitted to the Secretary of the Board of Directors for distribution to the Board of Directors as provided herein.
ARTICLE 3
MEETINGS
There shall be a general membership meeting of the Corporation at least quarterly, and the meeting occurring after the anniversary of the incorporation of the Coalition for the Advancement of Regional Transportation, Inc., shall be deemed the annual meeting.
There shall be a meeting of the Board of Directors at least quarterly. The location of any meeting shall not be fixed, and will be identified in the notice. Notice for general membership meetings and meetings of the Board of Directors shall be mailed or hand delivered to the general membership at least seven (7) calendar days in advance of the meeting date. Notice of the annual meeting shall be mailed or hand delivered at least thirty (30) calendar days prior to the meeting date. The notice shall state the place, day, hour, and for a special meeting, the purpose, of the meeting.
Special meetings of the Board of Directors or general membership may be called by the President, or by a vote of the majority of the Board of Directors.
The quorum for conducting business at a general, special, or annual membership meeting shall be 12 people.
The quorum for conducting business at a meeting of the Board of Directors shall be one half (1/2) of the number of Directors then appointed. Unless otherwise specified in these bylaws, decisions which are submitted for a vote shall be determined by a simple majority of those persons present and voting.
ARTICLE 4
BOARD OF DIRECTORS
The Board of Directors shall consist of no more than 15 members, nor less than 3 members. Directors shall hold office for the term elected and until a successor is selected and accepts the position. The initial Board of Directors identified in the Articles of Incorporation will hold office until the first election, which shall occur within three months after adoption of these bylaws. Thereafter elections shall occur annually at the annual membership meeting.
Board members shall serve two- (2-) year terms, with one-half of the Board elected each year. Any vacancies among the Board members shall be filled by a majority of the remaining Board members. An explicit, recorded vote at a Board meeting shall specify the beginning of a director=s term.
New director(s) shall take seat(s) left vacant for the longest time, either by resignation or by the end of a term when a director was not re-elected.
If a director misses one-half of scheduled Board meetings or one-half of scheduled assigned Committee meetings, that seat shall be considered vacant on the one-year anniversary of the vote at which they joined, or were elected to, the Board.
ARTICLE 5
COMMITTEES
The Board of Directors may appoint committee(s) of two or more directors to exercise specified authority of the Board, as allowed under KRS 273.221. The Board may appoint individuals from the general membership to serve on ad-hoc committees, provided that such committees shall be advisory in nature.
ARTICLE 6
OFFICERS AND DUTIES
The officers of the Corporation shall consist of a President, Two Vice-Presidents, Secretary, and Treasurer.
The President shall preside over meetings, calling meetings to order for all business, recognizing members who are entitled to the floor, placing motions before the body, announcing the results of votes and otherwise conducting official business. The President may also call special meetings, providing notice in a manner consistent with Article 4 with four days notice to the membership. The President must call a special meeting upon receiving a petition signed by ten (10) or more members, with an agenda limited to items specified in such petition. The President shall be the official spokesperson for the Corporation and shall appoint committee chairs. In appointing committee chairs, the President shall limit appointment to members of the Board of Directors.
The First Vice-President shall perform the duties of the President in his or her absence. This Vice-President shall also perform all other proper duties assigned by the President. The Second Vice-President shall be responsible for all internal and external communications and public education.
The Secretary shall keep records of the proceedings of all meetings and issue notices after consulting with the President. The Secretary shall maintain all non-financial records of the Corporation including board rosters and membership lists.
The Treasurer shall keep all financial records of the Corporation. The Treasurer shall also secure and hold in a Federally insured bank all monies belonging to the Corporation. The Treasurer shall also collect and record all monies received and expended on behalf of the Corporation, and shall prepare an annual budget, regular financial reports and tax report forms.
ARTICLE 7
SELECTION OF OFFICERS AND DIRECTORS
The election of Directors shall take place during the Annual Meeting of the organization after the presentation of a slate by the Board and nominations from the floor. The Officers of the organization shall be elected by and from the Directors at the next scheduled Board of Directors meeting.
ARTICLE 8
DUES
The Board of Directors shall develop a schedule for dues for membership, and may differentiate dues based on such factors as, but not limited to, organizational or individual membership status, ability to pay, etc. The schedule shall be presented for adoption by the voting members of the Corporation at a general membership meeting.
ARTICLE 9
CONDUCT OF MEETINGS
Robert=s Rules of Order shall be used for all parliamentary purposes except to the extent that such rules are inconsistent with these bylaws.
ARTICLE 10
DISSOLUTION
Dissolution shall be accomplished in the manner provided by statute. On dissolution, assets shall be distributed in a manner consistent with the Internal Revenue Code Section 501(c)(3) and in a manner consistent with state law.
Adopted this 10th day of February, 1994 by the Board of Directors of the Coalition for the Advancement of Regional Transportation, Inc.
Michael Dunn, Director William Dakan, Director
Margaret Killmer, Director Jenifer L. Royer, Director
Ethel S. White, Director Owen Hardy, Director
David Coyte, Director
Dated: 2/10/94