BY-LAWS for the
HAMPTON ROADS PUBLIC TRANSPORTATION ALLIANCE
Section 1. The name of the Corporation shall be HAMPTON ROADS PUBLIC TRANSPORTATION ALLIANCE.
Section 2. This non-stock Corporation shall exist not for profit and exclusively for the charitable and educational purposes hereinafter set forth, and no part of the net earnings of the Corporation shall inure to the benefit of any director or individual. The Corporation shall conduct its affairs in such manner as shall be necessary, consistent with the laws under which and the purposes for which it is organized, to be qualified as a tax-exempt organization described in Section 501 (c) (3) of the Internal Revenue Code, as amended.
This Corporation is established for the following purposes:
Section 1. The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, as amended (the “Code”) which shall specifically include, without limitation:
(a) To promote increased understanding by citizens, public officials, policy makers, business leaders, and news media, of the important role of an efficient and coordinated system of public transit as part of a balanced transportation system;
(b) To encourage alternatives to travel by limited-occupancy automobiles, aiming to (i) reduce wasteful traffic congestion and delays, (ii) enhance regional economic growth, development, and employment opportunities, (iii) better the environment, (iv) provide mobility for disabled persons, the elderly, students and others who depend on modes of transportation other than private automobiles, and (v) comply with federal and state laws relating to the foregoing.
(c) To provide, alone or in cooperation with other organizations, support and assistance to public agencies that are responsible for planning, coordinating, financing and providing public transportation facilities and services for persons in the Hampton Roads region of Virginia.
(d) To engage in any activities the Directors may determine to be necessary or advisable in furthering and carrying out the foregoing purposes.
(e) To carry on any or all of its operations and purposes and to promote its objects within the State of Virginia or elsewhere, without restriction as to place, and to further engage in any lawful activity or purpose for which a nonprofit corporation may be formed under the laws of the State of Virginia.
Section 2. The Corporation will not discriminate or otherwise base any matter regarding employment, appointment or election to the Board of Directors or any Officer or Membership in the Corporation, on the basis of race, color, national origin, ancestry, religion, sex, age or disability.
Membership and Dues
Section 1. Membership in this Corporation shall be open to any person or organization interested in its objectives that satisfies the requirements of Membership contained in or provided pursuant to these By-Laws.
Section 2. The Board of Directors, with two-thirds of its Members concurring, may establish by resolution such classes of Members and their terms and conditions, as in their judgment shall be in the best interest of the Corporation. Otherwise, there shall be one class of Members.
Section 3. The dues of each class of Members, if more than one, shall be determined by the Board of Directors by resolution.
Section 4. Each class of Members shall have voting privileges as shall be determined by the Board of Directors by resolution.
Section 5. Rules regarding the termination of Membership may be adopted by the Directors and published for the Members at large.
Section 1. The Board of Directors shall be elected from amongst the Members of the Corporation.
Section 2. The Board of Directors shall consist of not fewer than 5 and no more than 35 Directors. Each Director shall serve for a term of three years. Directors may serve for only two consecutive terms.
Section 3. Any Member of the Board of Directors who is absent from three consecutive regular meetings of the Board without being excused by the President for valid reasons shall be considered to have resigned from the Board of Directors and their position on the Board of Directors shall be deemed vacant.
Section 4. All vacancies that occur on the Board, whether by death, resignation, or removal, shall be filled by appointment of the Board of Directors. Any person so appointed shall serve until the next Annual Meeting, at which time the person may be elected for an initial three-year term.
Nominating Committee and Election of Directors
Section 1. At least thirty (30) days prior to the Annual Meeting a Nominating Committee shall be appointed by the President of the Board of Directors. The Nominating Committee shall consist of no fewer than three Members of the Board of Directors.
Section 2. The Nominating Committee shall make nominations of Directors to replace those whose terms are expiring and a slate of candidates for Officers, and for the at large Board Member of the Executive Committee. The Nominating Committee or their designee shall report to the Board of Directors the action of the Nominating Committee at least ten (10) days prior to the Annual Meeting. Thereupon, the President of the Board of Directors or their designee shall notify the Members of the action of the Nominating Committee and shall advise the Members that further nominations may be made by Members at the Annual Meeting.
Section 3. Directors shall, except as otherwise provided herein, be elected by the Members present and in good standing at the Annual Meeting, with a majority vote sufficient to elect.
Section 4. Any Member in good standing may hold office in the Corporation upon nomination and election.
Section 5. The President / Chief Executive Officer of the Transportation District Commission of Hampton Roads, or his designee, shall be an ex officio Member of the Board of Directors who shall have no vote, but whose presence shall be considered in determining the existence of a quorum.
Meetings of Members
Section 1. The Annual Meeting of the Members of the Corporation shall be held during the fourth calendar quarter of each year at a time and place to be designated by the Board of Directors provided that if the Board of Directors does not designate such time and place by the twentieth day of October, then the President shall do so.
Section 2. Meetings of the Members shall be presided over by the President or, in his absence, by the Vice-President of the Board of Directors.
Section 3. All meetings of the Members shall be conducted in accordance with the rules set forth in the then current version of Robert’s Rules of Order Newly Revised.
Meetings of the Directors
Section 1. Regular meetings of the Board of Directors shall be held at a time and place to be designated annually by the Board of Directors. No notice of such regular meetings need be given to the Directors unless otherwise provided herein or provided hereafter by the Board of Directors.
Section 2. Special meetings of the Board of Directors may be called by the President or at the request of one-third of the Members of the Board of Directors. Notice of any special meeting shall set forth the time, place and date thereof, and the person or persons calling such meeting shall cause such notice to be given. Such notice shall be given to each Director, if in writing by personal delivery, first class mail, email, or facsimile transmission, and if by telephone with a record made of the time and date of such notice, not less than five (5) days prior to the meeting. Such notice shall be deemed to have been waived by the Directors attending such meeting without protesting the lack of proper notice or by voting at any such meeting and may be waived in writing or by e-mail or facsimile transmission by any Director either before or after such meeting. Unless otherwise limited in the notice thereof, any business may be transacted at any special meeting.
Section 3. All meetings of the Board of Directors shall be open to all Members of the Corporation.
Section 4. One-half of the Members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. Except as otherwise provided herein, any action of the Board of Directors may be taken by a majority of those present and voting, provided that a quorum is present.
Section 5. Any action that may be authorized or taken at a meeting of the Board of Directors or the Executive Committee may be authorized or taken without a meeting with the approval, in a writing or writings signed by personal delivery, first class mail, email, or facsimile transmission of a majority of all the voting Members of the Board of Directors or of the Executive Committee, as the case may be, then in office.
Section 6. The President or, in his/her absence, the Vice-President shall preside over the meetings of the Board of Directors. Meetings shall be conducted in accordance with the rules set forth in the then-current version of Robert’s Rules of Order Newly Revised.
Officers and Their Duties
Section 1. At the Annual Meeting, the Board of Directors shall elect the following Officers:
- Vice President
Section 2. The President shall supervise the work of the Corporation, execute such documents as may be authorized by the Board of Directors, and generally represent the Corporation and perform such other duties as may in his/her judgment or as directed by the Board of Directors contribute to the accomplishment of the purposes of the Corporation.
Section 3. The Vice President shall perform such duties as may be assigned by the President, and shall perform such other duties as may be assigned by the Board of Directors. In the event of the absence or incapacity of the President, the Vice President shall perform the duties normally required of the President. Upon the resignation, death or removal from office of the President, the Vice President shall assume the office of President for the remainder of the unexpired term and the Board of Directors shall elect a Vice President at the next Annual Meeting.
Section 4. The Secretary shall keep records of all the meetings of the Members and of the Board of Directors, be the custodian of all records of the Corporation, conduct all general correspondence involving the Corporation, and perform such other duties as may be requested by the Board of Directors. One or more assistant secretaries may be elected by the Board of Directors to aid in carrying out these duties.
Section 5. The Treasurer shall receive all funds paid to the Corporation, open such accounts as may be proper and for the best interests of the Board of Directors, keep accurate records regarding all receipts and disbursements, prepare such reports and statements as the Board of Directors may direct, and obtain such bonds as may be required by the Board of Directors. One or more assistant treasurers may be elected to aid in carrying out these duties.
Section 6. The term of office for Officers shall be one year. They may be elected for up to three consecutive terms in the same office. Officers of the Corporation shall hold office until the next Annual Meeting of the Board of Directors, and until their successors are elected, except in the case of resignation, removal from office or death. The Board of Directors may remove any Officer at any time by two-thirds vote of all of the Members of the Board of Directors. Any vacancy in any office may be filled by majority vote of the Board of Directors, except as otherwise provided herein.
Duties of the Board of Directors
Section 1. The general managing body of the Corporation shall be the Board of Directors, who shall conduct the business of the Corporation and shall be vested with the responsibility for carrying out the activities of the Corporation and accomplishing its objectives. Except as otherwise provided herein, the Board of Directors shall have all of the powers of a board of directors of a Virginia non-profit Corporation provided by law.
Section 2. The Board of Directors may enlarge or decrease the duties of any of the Officers and shall require such performance, reports, statements, audits, etc., as in its judgment may be for the best interest of the Corporation.
Section 3. The President shall be the Chairperson of the Board of Directors.
Section 4. The fiscal year of the Corporation shall be as determined from time to time by the Board of Directors.
Section 1. The Executive Committee shall be the four Officers of the Corporation plus one additional at large Board Member elected at the Annual Meeting. The President shall be the Chair of the Executive Committee.
Section 2. The Executive Committee shall have full authority to direct the management and operations of the Corporation, and to act for the Board of Directors in the intervals between meetings of the Board of Directors.
Section 3. All actions taken by the Executive Committee shall be reported to the Board of Directors at its next meeting.
Section 4. The Executive Committee shall meet at such time and such places as it shall determine by standing resolution, or in the absence of such standing resolution, as the President shall from time to time determine, except that the President shall call a meeting of the Board of Directors upon the written request of at least two Members of the Executive Committee.
Section 5. Three Members of the Executive Committee shall constitute a quorum for the transaction of its business.
Section 1. The President, with the approval of the Board of Directors, may appoint the Chair and Members of committees. Term of office of all committees is one year. Committees shall have responsibility for at least the following functions:
(a). To formulate and present for approval by the Board of Directors an annual Budget.
(b). To cause periodic internal audits of the financial operations of the Corporation to be performed.
(c). To coordinate the work of fundraising efforts and to keep the public informed of the activities of the Corporation and its affiliated organizations, and their need for support.
(d). To keep Members informed of the program and the activities of the Corporation through newsletters or other media, to encourage new Membership, and to involve Members in the activities of the Corporation.
(e). To secure qualified personnel through periodic review of personnel practices, wage scales, job descriptions and assignments, and to assist in the selection of nonprofessional staff.
Section 2. Each Committee shall include one or more Members of the Board of Directors. The President shall be an ex-officio non-voting Member of each Committee. The Committee chairs are expected to report periodically to the Board of Directors and to give a report at the Annual Meeting. The President shall appoint ad hoc committees as he/she may deem necessary.
Subject to the limitation in the Articles of Incorporation, in the event of dissolution of the Corporation, or in the event it shall cease to carry out the objectives and purposes herein set forth, all business, property and assets of the Corporation shall be distributed to one or more such nonprofit corporations or governmental bodies as may be selected by the Board of Directors of the Corporation, to be used for, and devoted to, the purposes of the Corporation, or to other purposes to promote the general social welfare of the community.
In no event shall any of the assets or property, in the event of distribution thereof, go or be distributed to Members, either for the reimbursement of any sums subscribed, donated or contributed by such Members or for any other purposes, provided that nothing herein shall prohibit the Corporation from paying its legal obligations.
By vote of the Board of Directors, the Corporation may indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact he is or was an Officer, employee, or agent of the Corporation, against expenses, including attorney’s fees, judgments, fines and amounts paid or settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.
These By-Laws may be amended by the Board of Directors at any regular or special meeting providing that notice of the proposed amendment is distributed to all the Members of the Board of Directors at their last known address at least fifteen (15) days prior to the holding of the meeting at which the said amendments are to be considered.
Amended: August 20, 2009
Amended: July 12, 2011