BY-LAWS OF THE
COMMUNITY TRANSPORTATION ASSOCIATION OF VIRGINIA, INC.
AS AMENDED AND APPROVED BY THE CTAV BOARD OF DIRECTORS ON:
DECEMBER 12, 2019
Article 1 - BY-LAWS
The by-laws of the Community Transportation Association of Virginia, Inc. hereafter known as “CTAV”, as amended on April 18, 2009 shall be and they are hereby repealed, and these present by-laws, as amended on December 12, 2019, are substituted for the former by-laws.
Article 2 - NAME
The name of this organization shall be the "Community Transportation Association of Virginia, Incorporated" (CTAV), a non-profit corporation chartered in the Commonwealth of Virginia.
Article 3 - 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 - MEMBERSHIP
Membership shall be open to any individual, agency, organization or vendor which supports the mission of CTAV.
Article 5 - VOTING RIGHTS
- Active members (individuals, agencies, organizations or vendors) of the organization shall have one (1) vote per membership.
- 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.
Article 6 - OFFICERS
- The elected officers shall be the President, Vice-President, Secretary and the Treasurer and must be representatives from Human Service Agencies or Public Transportation providers.
- The term of office shall be for two (2) years.
- 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. Such committee shall make nominations for all elective offices. The Nominating Committee shall meet immediately following its selection and shall elect one of its members as Chairperson. The Committee shall present its slate of nominees to the organizations membership and shall accept additional nominations for a period not less than thirty (30) days which shall close not less than thirty (30) days prior to the close of voting.
- Election of officers shall be held by secret ballot and conducted electronically with paper ballots accepted from any member who requests one. In the event there is only one nominee for an office, 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.
- Officers shall assume their duties at the adjournment of the election year's annual meeting.
- In the event of a vacancy among the Officers or Board, it may be filled temporarily by appointment of the President and affirmed by a majority vote of the Officers and 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 7 - DUTIES OF OFFICERS
- 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 must be a member. The President shall be the Chief Executive Officer of the Corporation 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 the Corporation. Two additional members of the Executive Committee may sign and execute in the name of the Corporation all contracts.
- 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.
- The Secretary shall keep an accurate and permanent record of all meetings of CTAV, of the Board of Directors and of the Executive Committee, shall distribute minutes to the membership and shall perform such other such duties as assigned by the President.
- The Secretary also shall also have responsibility for ensuring the accurate maintenance of a list of names and addresses of all officers, full members and associate members of the Corporation with dates of membership and most recent payment of dues. The Secretary shall ensure that all Officers and Board Members 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.
- 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 the Corporation 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 the Corporation'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 the Corporation in his/her possession.
- The Officers and the Board of the Association shall exercise the powers of the Association and conduct its affairs. Together, the Officers and Board shall be the sole policymaking authority of the Association.
Article 8 - BOARD OF DIRECTORS
- Composition of the Board of Directors: There shall be representation of public and private transportation providers, as well as consumers and vendors. Of the sixteen (16) Directors, (not including officers):
Transportation Providers shall be considered public if over 50% of their service is for passengers who pay their own way; they shall be considered Human Service Providers if over 50% of their service is for passengers whose service is paid for by an agency.
Only two Directors may be nominated from each organization. Additionally, the Board of Directors shall be geographically diverse.
All Directors must be members.
- Duties of the Board of Directors: All powers shall be exercised by or under the authority of, and the business and affairs of the organization shall be managed under the direction of the Board of Directors.
- Number of Directors: The Board of Directors and the Officers shall be a combined total of twenty (20) in number.
- Election of Directors: The Directors shall be elected by the close of the annual meeting of the organization to succeed the directors whose terms have expired and to fill any vacancies existing. No individual shall be elected as a Director without prior consent.
- 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.
- 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 Members present, so long as a quorum is met.
- 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 member who fails to meet these criterions may be removed from the Board by a majority vote of the Board.
- 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.
- Annual Meetings: An annual meeting of the Board of Directors shall be held immediately after the annual meeting of the organization or if not then, held within a reasonable time thereafter upon the call of the President or a majority of the directors.
- Regular meeting: The Board of Directors may hold regular meetings in addition to annual meetings of the Board of Directors.
- Special Meetings: Special meetings of the Board of Directors shall be held upon the call of the President or a majority of the Directors.
- 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.
- 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.
- 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.
- 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 the organization records reflecting the action so 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 take 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.
- Participation in Meetings: Through use of communication devices, any or all directors may participate in a regular or special meeting of the Board of Directors by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously communicate with each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present via teleconference at the meeting.
- Record Keeping: The Board of Directors shall keep minutes of its meetings and a full account of all transactions, financial or otherwise.
- 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 the Corporation.
Article 9 - COMMITTEES
- 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 the organization.
- Any such appointed Committees shall meet immediately following their appointment and shall elect one of its members as Chairperson.
- Any committees of CTAV shall reflect or serve to support its mission and goals.
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.
Article 10 - DUES
- The annual dues shall be set by the Board of Directors.
- 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.
- All dues are payable to the Treasurer on January 1 of the year and are pro-rated for any member who joins the association during the course of the year. Should a member be tardy in their 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 11 - MEETINGS
- The Annual Meeting of the organization shall be held as designated by a majority vote of the Board.
- Special meetings of CTAV may be held by call of the President or upon a written request signed by ten percent (10%) of the organization membership.
- A quorum of a regular meeting of the full membership of CTAV shall be ten percent (10 %) of the active, paid members, including at least three Directors. A quorum for the Board of Directors shall be a majority of the Board members. Each voting member shall be entitled to one (1) vote on any issue upon which the membership may act by voting.
Article 12 - DISSOLUTION
A majority vote of the active membership 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 13 - 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 14 - 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 Board of Directors membership at least 14 days prior to the meeting.