BY-LAWS OF THE
COMMUNITY TRANSPORTATION ASSOCIATION OF VIRGINIA, INC.

AS AMENDED AND APPROVED BY THE CTAV BOARD OF DIRECTORS ON:
JULY 12, 2023

Article 1 – BY-LAWS

The by-laws of The Community Transportation Association of Virginia, Inc. hereafter known as “CTAV”, as amended on December 12, 2019 shall be and they are hereby repealed, and these present by-laws, as amended on July 12, 2023, are substituted for the former by-laws.

Article 2 – NAME

The name of this organization shall be "The Community Transportation Association of Virginia" (CTAV), a non-profit 501(c)(6) corporation chartered in the Commonwealth of Virginia.

Article 3 – PURPOSE & MISSION

The Purpose of CTAV is to support: Transportation Solutions for Everyone.

The Mission of CTAV is to: Expand and enhance community transportation through representation, education, and effective use of resources.

Article 4 – MEMBERS

Membership shall be open to any individual, agency, organization or vendor which supports the mission of CTAV. Members may be individuals, agencies, organizations, vendors, or other entities.

4.1.Members

1. Each Member of CTAV in good standing shall have one (1) vote. A Member that has not paid all dues owed to CTAV is not in good standing.
2. In the event a vote of the full membership is necessary before the next annual meeting of the Association, it shall be conducted by secured electronic ballot.
3. In the event that a Member is an entity, a person employed by such Member may cast the vote on behalf of such Member. In the event that more than one person votes on behalf of such Member, the President shall reject all such votes.

4.2.Meetings

1. The Annual Meeting of CTAV shall be held each year at a time and place as designated by a majority vote of the Board of Directors.
2.  Special meetings of CTAV may be held by call of the President or upon a written request signed by ten percent (10%) of CTAV’s Members.
3. A quorum of a regular meeting of the Members of CTAV shall be ten percent (10 %) of the Members in good standing, of which at least three must also be Directors.
4. Members may participate in any meeting of Members by means of remote communication to the extent the Board of Directors authorizes such participation for Members. Participation by means of remote communication shall be subject to such guidelines and procedures as the Board of Directors shall adopt.

4.3.Notice

1. Notices and other communications may be delivered by electronic transmission if consented to by the recipient.
2.  Notice of meetings of the Members shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a Members' meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to § 13.1-900, or the dissolution of CTAV shall be given not less than 25 nor more than 60 days before the meeting date.
3. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.
4. The record date for determining Members entitled to vote at an annual or special meeting is the day before the effective date of the notice to Members.

4.4. Action without a Meeting – Corporate action required or permitted to be taken at a meeting of the Members may be taken without a meeting and without prior notice if the corporate action is taken by all Members entitled to vote on the corporate action. The corporate action shall be evidenced by one or more written consents bearing the date of execution and describing the corporate action taken, signed by the Members entitled to take such corporate action without a meeting and delivered to the Secretary of CTAV for inclusion in the minutes or filing with the corporate records.

Article 5 – ELECTION PROCESS

5.1. A Nominating Committee of three (3) persons shall be appointed by the President no less than sixty (60) days prior to the scheduled close date of any election by the Members. The Nominating Committee shall meet immediately following its selection and shall elect one of its members as Chairperson. Such committee shall make nominations for all elective Officer and Director positions. Nominations will be open for thirty (30) days, at which time the Committee will accept nominations from the Members. At the close of the nomination period, the Committee will present the slate of nominees for all elective Officer and Director positions to the Board of Directors. The slate of nominees will be presented to the Members by the President at least fourteen (14) days prior to the close of voting.

5.2. Election of Officer and Director positions shall be held by secret ballot and conducted electronically; or with paper ballot accepted from any Member who requests one. In the event there is only one nominee for an Officer or Director position, the election may be made by acclamation. A majority vote of the Members casting a ballot shall constitute election to office. The results of the annual election shall be announced immediately at the close of the annual meeting. No Officer or Director shall be elected without the nominee’s prior consent.

5.3. Officers and Directors shall assume their duties at the adjournment of the election year's annual meeting.

5.4. In the event of a vacancy among the Officers or Directors, it may be filled temporarily by appointment of the President and affirmed by a majority vote of the Directors then in office. New Officers and Directors filling such a vacancy shall become effective immediately and complete the unexpired portion of the term.

Article 6 – BOARD OF DIRECTORS

6.1. Duties of the Board of Directors: All powers of CTAV shall be exercised by or under the authority of the Board of Directors, and the business and affairs of CTAV shall be managed under the direction of the Board of Directors.

6.2. Composition of the Board of Directors: The Board composition shall be representative of transportation providers as well as consumers and vendors. 

1. Directors shall be nominated and serve in a designated category which best represents the Member organization (or individual) they are affiliated with. If two or more designated categories are applicable, the Director may be nominated to the category that is most advantageous for CTAV.
2. Only two Directors may be nominated from each organization.
3. The Board of Directors shall be geographically diverse.
4. All Directors must be Members or employees of Members.

6.3. Number of Directors: The Board of Directors shall be a total of eighteen (18) in number according to the following representation of Members:

1. Officers – Four (4) positions (as outlined in Article 7)
2.  Human Service Members – Four (4) positions
3. Public Transportation Members – Four (4) positions
4. Vendor Members – Two (2) positions
5. At-Large Members – Four (4) positions

6.4. Terms of Directors: The terms of office shall be for two (2) years. Despite the expiration of a Director’s term, he or she shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of Directors.

6.5. Removal: A Director may be removed from office, with or without cause, at a meeting of the Board of Directors called for that purpose by a majority vote of at least 75% of the Board of Directors present, so long as a quorum is met.

6.6. Attendance: A Director is required to attend no less than fifty percent (50%) of in-person regularly scheduled meetings, and; seventy-five (75%) of all meetings inclusive of attendance by teleconference. Any Director who fails to meet these criterions may be removed from the Board by a majority vote of the Board.

6.7. Resignations: Any Director may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Any resignation shall become effective when the notice is delivered, unless the notice specifies a later effective date.  The acceptance of such resignation shall not be necessary to make it effective, unless otherwise specified therein, in which event the resignation shall take effect upon its acceptance by the Board of Directors, unless the notice specifies a later effective date.

6.8. Annual Meetings: An annual meeting of the Board of Directors shall be held immediately after the annual meeting of CTAV or if not then, held within a reasonable time thereafter upon the call of the President or a majority of the Directors.

6.9. Regular meeting: The Board of Directors may hold regular meetings in addition to annual meetings of the Board of Directors.

6.10. Special Meetings: Special meetings of the Board of Directors shall be held upon the call of the President or a majority of the Directors.

6.11. Remote Participation: The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present virtually at the meeting.

6.12. Notice: Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Special meetings of the Board of Directors shall be held upon five (5) days’ notice or at any time by resolution of the Board of Directors. The notice need not describe the purpose of the special meeting. Notices may be delivered by electronic transmission if consented to by the Director.

6.13. Place of Meetings: All meetings of the Board of Directors shall be held at such place within or without the Commonwealth of Virginia, as designated by the person or persons calling the meeting and specified in the notice thereof and at such a time as the Board of Directors may provide by resolution or as may be designated in a duly executed notice or waiver of notice of such meeting.

6.14. Quorum: A majority of the number of Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at such meetings of the Board of Directors.

6.15. Manner of Acting: Except as may be otherwise provided in these By-laws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

6.16. Actions taken by written consent of the Directors: Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting of the Board of Directors if a majority of members consent to such action in writing. The consent forms must set forth the action and must be filed with CTAV records reflecting the action so taken. CTAV shall give written notice of the proposed corporate action, not less than 10 business days before the action is taken, to all Directors. The notice shall contain or be accompanied by a description of the action to be taken. Such action shall be effect when the last of all Directors signs the consent, unless the consent specifies a different effective date, in which event an action so taken shall be effective on the date specified therein, provided the consent states the date of execution by each director. Any such consent shall have the same force and effect as a unanimous vote of the Directors.

6.17. Record Keeping: The Board of Directors shall keep minutes of its meetings and a full account of all transactions, financial or otherwise.

6.18. Compensation: Directors shall not receive any stated compensation for their services as such, but upon any resolution of the Board of Directors may be paid a reasonable sum for expenses of attendance at meetings or actual expenses incurred on behalf of CTAV.

6.19. Non-Voting Directors: The Board of Directors may appoint by majority vote of the Board individuals interested in serving on the Board in a non-voting capacity. Non-voting Directors must be Members of CTAV or employees of Members. Non-voting Directors shall be included in all communication provided to the Board of Directors, however Non-voting Directors shall not have voting privileges, shall not count toward constituting a quorum, and shall not be held to the attendance requirements of elected Directors. The Board of Directors shall consider appointment of interested individuals upon receipt at the next regular meeting of the Board and annually thereafter at the Annual Meeting of the Board of Directors.

Article 7 – OFFICERS

7.1. The elected Officers shall be the President, Vice-President, Secretary and Treasurer and must be representatives from Human Service Agencies or Public Transportation Provider Members. Elected Officers shall serve as the Executive Committee for CTAV.

7.2. The term of office shall be for two (2) years.

7.3. Duties of the President:

• The President shall preside over all meetings of CTAV, shall appoint all standing and special committees, and shall be an ex-officio member of all committees. The President shall perform other duties as are usually incident to the office of the Chair.
• The President shall be the Chief Executive Officer of CTAV and, when present, shall preside at all meetings of Directors and Members ruling on questions of order. Subject to review and approval by the Board of Directors, the President may appoint and organize organizational and working committees.
• The President shall conduct the general management and direction of the business of CTAV.  The President or two members of the Executive Committee named by the President may sign and execute in the name of CTAV all contracts.

7.4. Duties of the Vice-President:

• The Vice-President in the absence or inability of the President, shall perform the duties of the President. Otherwise, the Vice-President shall exercise only those powers and perform only those duties specifically assigned by a majority vote of the Board of Directors.

7.5. Duties of the Secretary:

• The Secretary shall keep an accurate and permanent record of all meetings of CTAV, of the Board of Directors and of the Executive Committee, and shall distribute minutes to the Members and shall perform other such duties as assigned by the President.
• The Secretary shall also have responsibility for ensuring the accurate maintenance of a list of names and addresses of all Directors, Officers, Members of CTAV with dates of membership and most recent payment of dues. The Secretary shall ensure that all Officers and Directors have annually received a current copy of the by-laws and that the notices of meetings, together with an agenda of proposed items of business are duly given in accordance with the provisions of the by-laws or as otherwise required by law.

7.6. Duties of the Treasurer:

• The Treasurer shall receive all funds of CTAV and shall deposit them in a bank account designated by the Board of Directors. The Treasurer shall pay by check or credit card all bills approved by the President. An itemized report of receipts and disbursements shall be distributed at each Board of Directors meeting. The Treasurer shall be bonded.
•  The Treasurer shall keep a true and complete record of all money and property of CTAV and the disposition made of said money and property.  The Treasurer shall make a financial report at the annual membership meeting and at such other times as the President may direct, of all CTAV's receipts, disbursements and general financial position.
• Upon leaving office, the Treasurer shall turn over to his/her successor or to the President all the aforementioned monies, records and other property of CTAV in his/her possession.

Article 8 – COMMITTEES

8.1. Upon appointment by the President at the Annual Meeting of the Board of Directors, there may be any combination of committees or individual area coordinators as deemed necessary for CTAV.

8.2. Any such appointed committees shall meet immediately following their appointment and shall elect one of its members as chairperson.

8.3. Any committees of CTAV shall reflect or serve to support its mission and goals. 

8.4. Any appointed committees shall determine their own meeting schedule and shall report to the full Board of Directors their actions at any such time as requested to do so by the President or the Board of Directors.

Article 9 - DUES

9.1. The annual dues shall be set by the Board of Directors.

9.2. Requests for waiver of dues shall be made to the Board of Directors, who shall have the discretion to grant or deny the request. The waivers may be evaluated once per year.

9.3. All dues are payable to the Treasurer on January 1 of the year and are pro-rated for any Member who joins CTAV during the course of the year. 

9.4. Should a current Member be tardy in its annual renewal, the membership will go into inactive status until such time as the payment is received; renewal date upon reinstatement from payment will remain on January 1 of the year.

Article 10 – DISSOLUTION

A majority vote of the active Members shall be required to dissolve CTAV.  Upon dissolution, the total assets shall be liquidated and allocated by the Board to organizations of like purposes who qualify under Section 501(c)(3) or 501(c)(6) of the Internal Revenue Service Code.

Article 11 – PARLIAMENTARY AUTHORITY

Roberts Rules of Order, Newly Revised, shall govern the business procedures of CTAV in all cases not provided for in the by-laws.

Article 12 – BY-LAWS AMENDMENTS

These by-laws may be amended at any Board of Directors meeting of CTAV by a two-thirds vote of the members present (given a majority of Directors are present), provided the text of the proposed amendment and notice of its pending adoption have been given to the full membership of CTAV at least 14 days prior to the meeting.