BYLAWS NE 67 th Court, Suite B202, Redmond, WA

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1 ADOPTION OF BYLAWS We, the undersigned, are all of the Directors or incorporators of this corporation, and we consent to, and hereby do, adopt the following bylaws, consisting of fourteen pages to follow, as the bylaws of this corporation. Original Adoption: October 11, 2010 Date of Last Revision: March 28, 2012 Date of Current Revision: December 1, 2016 Directors & Officers: Signatures: Jeralee Anderson Stephen Muench Adam Hand Freeman Anthony Deron Lovaas John Kennedy Murray MacKinnon Jamie Holter Janet Gonzalez Jesse Thomsen October 26,

2 ARTICLE I. IDENTIFICATION AND ORGANIZATIONAL STRUCTURE Section A. Name & Office 1. The name of the organization shall be Greenroads Foundation, also doing business as Greenroads and outside the United States as Greenroads International. 2. The principal office of Greenroads Foundation is located in the City of Redmond, King County, Washington. 3. Greenroads Foundation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate. Section B. Legal Form 1. Greenroads Foundation is a non stock membership corporation operating on a not for profit basis. 2. Greenroads Foundation is organized exclusively to benefit the public good for educational, scientific and other altruistic purposes with a focus in sustainable transportation and infrastructure projects. 3. Greenroads Foundation is incorporated in the State of Washington under the Title 24 of the Revised Code of Washington (RCW Washington non profit corporation act). 4. Greenroads Foundation shall comply with all rules and regulations of the State of Washington and the Uniform Commercial Code (UCC) as applicable to the current legal status of the organization. Section C. Legal Documents 5. The corporation s Articles of Incorporation are filed electronically with the Washington Secretary of State. 6. These bylaws shall be made publicly available on the Greenroads Website at ARTICLE II. DEFINITIONS Section A. General 1. A Greenroad" is an infrastructure project with a substantial transportation purpose that has been designed and constructed to a level of sustainability verified to be substantially higher than current common practice. 2. The Greenroads Rating System is a sustainability rating system applicable to surface transportation design and construction projects. The word Greenroads and its Logo is a registered trademark of Greenroads Foundation. 3. Written (also in writing ) used in these bylaws means a tangible document, where required by applicable law, or electronic written communication, such as , processing documents, and electronic ballot. 4. Ex officio means by virtue of office, role, or position. Section B. Titles 1. Board of Directors (the Board ). The Board is a group of appointed or elected people who guide and oversee the activities the Greenroads Foundation. 2. Director. A Director is a person that holds a position on the Board for Greenroads Foundation, with duties, responsibilities, privileges and protections as defined per RCW and as detailed in these bylaws. 3. Officer. An Officer is a Director that holds an executive position for the Greenroads Foundation Board of Directors and has all duties, responsibilities, privileges and protections as defined per RCW and as detailed in these bylaws. 4. Executive Director. The Executive is an appointed or hired Officer who acts on behalf of the Board of Directors to execute operational activities designated by the Board of Directors, serves as primary representative of the corporation, oversees any employees of the corporation, and has all duties, responsibilities, privileges and protections as detailed in these bylaws. 5. Member. A Member of Greenroads Foundation is an organization or an individual organization that contributes money on an annual basis, for the purpose of forwarding the Greenroads Foundation mission, in return for explicit benefits detailed in the Membership policy documents for this organization. Member may also refer to individuals in the following cases: a full time employee or student of a Member organization in October 26,

3 good standing or an accredited Greenroads Sustainable Transportation Professional (STP) with a credential in good standing. 6. Volunteer. A Volunteer of Greenroads Foundation is a person who donates time or services toward forwarding the Greenroads Foundation mission and serves as detailed in the Volunteer policy documents for this organization. Volunteer also means the act of providing time or services for no expected compensation. 7. Committee. A Committee is a group of Directors, Members and/or Volunteers that are organized for an express purpose as determined by the Board. 8. Advisory Council. An Advisory Council is a body that provides non binding strategic advice to the Executive, Board of Directors, and other management of Greenroads Foundation. 9. Advisor. An Advisor is a person with a position on the Advisory Council. ARTICLE III. PURPOSE AND VALUES Section A. Short Purpose 1. Greenroads Foundation benefits communities through research, education and the recognition of sustainability in transportation projects. Section B. Mission Statement 1. Greenroads Foundation benefits communities and the environment by recognizing sustainable transportation projects and by promoting sustainability education for transportation infrastructure. Section C. Vision Statement 1. Greenroads Foundation strives to fundamentally change the way transportation projects are built globally. They should be built using all known and available best practices to accommodate ecology, equity, and economy. Section D. Core Values 1. Greenroads Foundation promotes environmental stewardship, accountability, transparency, collaboration, mutual respect, equal opportunity, and continuous improvement in all aspects of our corporation. 2. Greenroads holds the following core values and promotes these values by serving the general public. a. Ecology Minimize impacts and improve the environment. b. Equity Seek quality of life for all. c. Economy Manage resources wisely. d. Extent Determine relevant physical and temporal constraints for decision making. e. Expectations Define relevant human values and interests for decision making. f. Experience Encourage integrated teams of learned experts. g. Exposure Develop new knowledge and teach it to others. Section E. IRC Section 501(c)(3) Purposes 1. This public benefit non profit corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code (IRC). 2. The specific purposes that qualifies Greenroads Foundation as a 501(c)(3) public charity organization are: a. Education. Greenroads Foundation promotes sustainability education through providing training and materials to individuals and organizations in the transportation industry. The Board may also occasionally, as activities and resources permit, create and provide college or university level scholarships for graduate students, undergraduate students, and support other grant programs intended for other levels of educational institutions. October 26,

4 b. Scientific research. Greenroads Foundation manages, maintains and updates the scientific research underlying the sustainability standards in the Greenroads Rating System(s). c. Collaboration. Greenroads Foundation may organize collaboratively with other industry related non profit corporations and educational institutions with such causes as determined by the Board to be generally aligned with the interest and mission, vision and values of Greenroads Foundation. d. Other altruistic purposes. From time to time, the Board may provide financial support or contributions toward other organizations that generally align with the mission of the Greenroads Foundation and qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. Section F. Nonpartisan Activities 1. This Corporation has been formed under the referenced Washington Nonprofit Corporation Act for the public purposes described above and it shall be nonprofit and nonpartisan. 2. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. 3. The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above. ARTICLE IV. FINANCES Section A. Signature on Checks and Notes 1. All checks shall be signed by the Executive, the Board Chair, or by a designee of the or Board Chair, or as the Board of Directors may from time to time designate, or as stated in these Bylaws. Section B. Fiscal Year 1. The fiscal year of Greenroads Foundation will be the calendar year. Section C. Review or Audit 1. The accounts of Greenroads Foundation shall be reviewed or audited not less than annually by a Certified Public Accountant who shall be selected by the Board of Directors or its designee. Section D. Operating Reserve Fund 1. The Board may adopt policies and procedures for an operating reserve fund. ARTICLE V. BOARD OF DIRECTORS Section A. General Powers 1. The general powers of the Board shall comply with RCW All general powers shall be exercised by or under the authority of the Board. 3. The business and affairs of the corporation shall be managed under the direction of the Board. 4. The following matters require attention of the entire Board according to RCW and shall not be delegated to Committee for decision: a. Amending, altering or repealing the bylaws, Articles of Incorporation, or any Board resolution that states it shall not be altered, amended or repealed by Committee b. Electing, appointing, or removing any director, officer, or agent of the corporation c. Adopting a plan of merger or adopting a plan of consolidation with another corporation d. Authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business October 26,

5 e. Authorizing the voluntary dissolution of the corporation or revoking proceedings therefor f. Adopting a plan for the distribution of the assets of the corporation g. Operating for any purpose to relieve the Board or any Director of any responsibility imposed by law. Section B. Numbers 1. The Board of Directors shall consist of a minimum of one Director. 2. The Board of Directors may consist of up to 21 Directors. 3. There is no requirement that all Director seats must be filled. 4. Immediate Past Directors who have reached their term limit shall serve ex officio of the Board as Advisors for a term of up to two years for transitional purposes or as needed, and carry no voting privileges in matters of the Board unless otherwise noted in these bylaws. Section C. Composition 1. No entity may have more than one voting representative on the Board. 2. The composition of the Board of Directors shall strive to provide equal representation of its Membership from potential interested individuals which may include, but is not limited to, individuals representing one or more of the following general categories that serve the transportation industry: a. Representative(s) of a transportation authority and/or public works authority in the public sector b. Representative(s) of a private design consultant of various specialties and company size c. Representative(s) of a general construction contractor of various specialties and company size, d. Representative(s) of a(n) academic institution, professional association or related non profit affiliate Section D. Compensation 1. Per RCW , Directors shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties, reasonable compensation for services rendered as determined by the Board, and may be conferred benefits in conformity with the purposes of Greenroads Foundation. 2. In no case shall net earnings be distributed to Directors in the form of stock, dividends, loans, credit or other profitable disbursements of income. 3. Any payments, reimbursements and compensation for services to Directors shall be approved by the Board in advance in accordance with this corporation's Conflict of Interest policy, as set forth in these bylaws, and subject to periodic audit and provided for public inspection. Section E. Minimum Eligibility Criteria 1. Directors shall be the age of majority in the State of Washington. 2. Directors shall have a minimum of five years of relevant professional experience. 3. The Board may determine additional eligibility criteria as needed for open positions on the Board. Section F. Duties 1. The Board shall collectively: a. Exercise its general powers in good faith, with reasonable care, and in the best interest of the corporation at all times, and perform any and all duties imposed on them by law, by the Articles of Incorporation, or by these bylaws. b. Develop, approve and update policies, plans, procedures, strategic goals and initiatives for the purpose of advancing the Greenroads Foundation mission, achieving its vision, and preserving its values. c. Elect or appoint, supervise, and prescribe the duties of Officers of the Board according to these bylaws and RCW d. Appoint and remove, employ and discharge, prescribe the duties of, and fix the compensation of the Executive. October 26,

6 e. Assess its own organizational health and performance, and the performance of the Officers and Executive leadership, routinely. f. Act as necessary to conduct the corporation s business, including establishing delegating certain authority and responsibility to Committees, Officers, individual Directors, or staff. g. Take necessary steps to meet the fiduciary responsibilities of the Board and ensure and secure adequate capital resources for the corporation. 2. Each Director shall: a. Perform the duties of a Director and carry out all assigned tasks and decisions in good faith, with reasonable care, in the best interest of the corporation at all times. b. Rely on information, opinions, reports, or statements prepared or presented to the Board for decision by individuals whom the Director believes to be a reliable and competent authority in the matter presented according to RCW c. Exercise due diligence and reasonable inquiry when the need therefor is indicated by circumstances. d. Participate in meetings, in person or by voice, including the Annual Meeting and at least two thirds of all regularly scheduled meetings, at such times and places as required by these bylaws. e. Register their current contact information with the Board Chair and notify him or her of updated information in order to receive notice of meetings, agendas, and other records in a timely manner. f. Actively promote the Greenroads Foundation s objectives and mission and engage in generative dialogue for the purpose of addressing threats to and leveraging opportunities for such work. Section G. Term of Service and Elections 1. Election of Directors shall occur at least every two (2) years or when necessary to fill vacancy. 2. The minimum term length of service for elected Directors is three (3) years. 3. The maximum length of service of elected Directors is six (6) consecutive years or two consecutive full terms, unless otherwise approved by a simple majority of the board. 4. An elected term begins upon election to the Board and lasts until his or her qualified successor is elected or appointed. 5. The term of service for a Director begins upon the his or her attendance at the first quarterly meeting of the term following an election and upon receipt of all requisite materials. Section H. Resignations 1. Any Director may resign effective upon giving written notice to the Board Chair, the Executive, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. 2. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the appropriate agency of this state. Section I. Removal 1. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Section J. Vacancies 1. Vacancies on the Board shall exist under two conditions: a. Upon death, resignation, or removal of any Director, and b. Whenever the number of authorized Directors is increased in these bylaws. 2. Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the Board may be filled by simple majority approval of the Board. October 26,

7 3. If the number of Directors in office at the time of vacancy is less than a quorum, the vacancy may be filled upon appointment of an individual by consensus of the Board. 4. A person appointed or elected to fill a vacancy shall be called an Interim Director, shall serve the remainder of the term for the position filled, and shall be eligible for re appointment to the Board for a full term or until his or her death, resignation, or removal from office. Section K. Nonliability 1. The Directors, Officers, Executive, Members, and employees and volunteer staff shall not be personally liable for the debts, liabilities, or other obligations of the corporation to the fullest extent permissible under the laws of Washington State. Section L. Indemnification by Corporation 1. The Directors, Officers, Executive, Members, and employees and volunteer staff of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of Washington State. 2. A Director or Officer is not liable for any action taken as a Director or as an Officer, or any failure to take any action, if the Director or Officer performed the duties of the Director's or Officer's office in compliance with these bylaws. Section M. Insurance for Corporate Agents 1. Except as may be otherwise provided under provisions of law, the Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, Officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law. ARTICLE VI. MEETINGS AND VOTING Section A. Meetings 1. An Annual Meeting of the Board shall be held with advance notice to Directors for the purpose of annual administrative business, strategic planning, Board appointments and elections, and other business as needed. 2. The Board Chair and Executive are jointly responsible for calendaring out all regular quarterly meetings of the Board on at least an annual basis. 3. Special meetings of the Board may be called by any Director or the Board Chair with reasonable notice to the remaining Board. 4. The Board Chair and Vice Chair(s) are jointly responsible for calendaring out all regular quarterly meetings of Board Committees on at least an annual basis. 5. Any meetings for the transactions of regular business of the corporation, unless otherwise in these bylaws or determined by the Board Chair, or any Director, shall be open to Members and Advisors. 6. The Annual Meeting of the Board shall be open to Members and Advisors via electronic communication. 7. Members are not required to attend the Annual Meeting, other meetings, or Committee meetings. Section B. Quorum 1. Quorum requirements shall comply with RCW Not less than one third the number of currently serving Directors, initially present at any Board Meeting, including presence by electronic communication or phone, shall constitute a quorum for the transaction of regular business. 3. In absence of a quorum, no formal action by the Board shall be taken except to adjourn the meeting to a subsequent date. October 26,

8 4. 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, unless the act of a greater number is required by Title 24, the Articles of Incorporation or these bylaws. Section C. Notice of Meetings 1. Notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) business days before the date of the meeting. 2. Delivery of notice shall be either personally, by mail, or by electronically written correspondence. 3. Notice shall be delivered by or at the direction of the, Board Chair, Vice Chair(s), or the persons calling the meeting, to each Director entitled to vote at such meeting. 4. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his or her address as it appears on the records of the corporation, with postage prepaid. 5. Personal notification includes verbal notification face to face, by telephone, or by The notice of any meeting of Directors for which elections are to be held shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given. 7. Whenever any notice of a meeting is required to be given to any Director of this corporation under provisions of these bylaws, or state law, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Section D. Voting 1. Robert s Rules of Order shall govern parliamentary procedure for Greenroads Foundation business. 2. A simple majority vote of the Directors shall constitute an act of the Board (passage of a motion) for the transaction of regular business. 3. Special business transactions designated as General Powers of the Board in these bylaws, shall require a twothirds quorum and a two thirds vote in favor of the transaction. 4. Directors that are not able to be present may submit a proxy vote prior to the meeting at which the voting issue will be addressed via a phone call to the Board Chair or his or her designee for regular business or by written electronic communication where votes require written ballot. 5. Directors shall determine, and regularly review, criteria for allowable emergency decisions and decisions which do not require formal actions of the Board. 6. Votes for the transaction of regular business shall be by voice. 7. Votes may be cast by written ballot for elections of Directors and Officers. 8. The Immediate Past Board Chair shall carry a tiebreaking vote when there is an even number of Directors and no majority. 9. In the event of a tied vote with an even number of Directors and when there is no Immediate Past Board Chair, the issue shall be addressed by the Board through a process of consensus and compromise. 10. Cumulative voting for Board seats and regular business issues is not allowed. Section E. Place of Meetings 1. Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at another designated place from time to time by resolution of the Board. ARTICLE VII. OFFICERS Section A. General 1. The Board shall select a Board Chair, and one or more Board Vice Chair(s), who shall together oversee, carry out and/or otherwise designate the duties assigned to the officer titles required by and defined in RCW for president, vice president, secretary and treasurer. October 26,

9 2. The Officers of Greenroads Foundation Board of Directors shall consist of, at minimum, the roles of a Board Chair, an Executive, and three Vice Chairs: Vice Chair of Planning and Governance, Vice Chair of Finance and Administration, and Vice Chair of Advocacy and Outreach to be selected by the Board. 3. A single person may serve as more than one Vice Chair. Section B. Terms 1. Officers shall be elected annually, or as needed, by the Board. 2. Officers shall serve a minimum term of one (1) year or for the full duration of the position as determined by the Board annually. 3. Board Chair and Vice Chairs may not serve more than three (3) consecutive years in their positions. Section C. Roles and Responsibilities 1. The Board Chair shall: a. Preside at Board Meetings b. Coordinate and plan Board Meetings, and call special meetings as necessary c. Communicate, advise and consult with other Directors and Officers regularly in matters of the Board. d. Manage and distribute records of the organization to all Directors e. Report corporation activities annually to the public in partnership with the Executive. f. Oversee the performance of Board Committees and the Executive in assigned duties g. Enforce the policies, procedures, and authorities of the Board in compliance with all applicable laws wherever the corporation operating. h. Communicate, advise and consult with the Executive regularly in matters of corporate operations. i. Act as a key spokesperson for corporation. 2. The Vice Chair shall: a. Preside over Standing Committee(s) as designated by the Board. b. Coordinate and plan Committee meetings, and call special Committee meetings as necessary c. Identify the number of Committee participants required for Committee efforts. d. Manage and distribute Committee records to Committee participants and the Board e. Routinely report to the Board regarding Committee activities. f. Communicate, advise and consult with other the Board Chair, the Executive, and other Directors and Officers regularly in matters of the Committee. g. Oversee the performance of his or her Committee. h. Carry out special assignments as requested by the Board Chair and Executive. i. Understand Board Chair duties and be able to perform them in the Board Chair's absence. 3. Duties and responsibilities required by RCW for traditional Board Officer positions of President, Vice President, Secretary and Treasurer shall be distributed among Officers and unless otherwise noted or delegated as follows: a. The Board Chair performs or delegates the duties of president. b. The Vice Chair of the Planning & Governance performs or delegates the duties of vice president. c. The Vice Chair of Finance & Administration performs or delegates the duties of treasurer and Board Chair Elect. d. The Vice Chair of Advocacy & Outreach performs the duties of secretary. e. A single person may hold more than one Officer position, except that a single person shall not perform the statutory duties required by RCW of President and Secretary. f. In absence of Vice Chairs due to vacancy, the Board Chair and Executive shall perform the separate duties as president and as secretary/treasurer. October 26,

10 4. The Executive shall: a. Act as primary spokesperson for the corporation. b. Oversee, promote, and manage the daily operations of the corporation s business. activities, programs, products, infrastructure and human resources in alignment with the mission and vision. c. Hire, fire and set the compensation of employees, including additional executive positions necessary or advisable for proper accomplishment of the work of the corporation. d. Participate ex officio in meetings of the Board and Committees at such times and places as required by these bylaws. e. Communicate regularly with the Board of Directors in matters of governance, policy, program support and counsel. f. Delegate appropriate tasks to Board Committees in partnership with the Board Chair as needed to support operations. g. Participate in an annual performance review. h. Perform in good faith, with reasonable care, and due diligence any and all fiduciary duties, powers, and authorities imposed upon him or her by law or by the Board of Directors. 5. Officers may hold more than one role at a time as needed. Section D. Resignation & Removal 1. Any Officer may resign from his or her position by delivering written notice to the Board. 2. Any Officer may be removed from his or her position upon intentional violation of these bylaws, unreasonable conduct, misrepresentation of the organization, illegal activities or other actions that are in general disagreement with the purposes of the Greenroads Foundation. 3. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the corporation. Section E. Compensation 1. Compensation of Officers shall be fixed and reviewed from time to time by the Board. 2. Officers may be reasonably compensated for services rendered in their duties to the organization. Section F. Successions and Qualifications 1. The Board Chair shall have served as Director a minimum of three (3) years on the Board of Directors. In absence of a Director meeting this criterion, the Board shall elect or appoint a Chair that is dually qualified to execute the duties of the position. 2. The Board Chair shall have served a minimum of one (1) year on each Standing Committee. 3. The Vice Chair of Advocacy & Outreach may be any Director that is dually qualified to execute the duties of the position. 4. The Vice Chair of Planning & Governance shall have served a minimum of one (1) year on the Board of Directors. 5. The Vice Chair of Finance & Administration shall have served a minimum of two (2) years on the Board of Directors and is designated, unless noted or elected otherwise, as the Board Chair Elect for the successive term. 6. The Executive qualifications and succession strategy are to be determined and prepared by the Board of Directors and reviewed routinely. ARTICLE VIII. MEMBERS Section A. Types 1. Greenroads Foundation Members are categorized as follows: a. A Greenroads Member Organization is any organization that provides financial support on a regular basis in the form of annual dues. October 26,

11 b. A Greenroads Chapter is a regionally established group of individuals assembled for the exclusive purposes of educational outreach and other member engagement activities. c. Individual Members are accredited Sustainable Transportation Professionals (STPs) that are conferred the benefits and privileges of Greenroads Membership as an individual, regardless of their organization s membership status, provided their credential is maintained in good standing. 2. The Board may determine further classifications of Members based on other characteristics for organizational and recordkeeping purposes. 3. Any individual or organization that does not fit one of the groups stated in these bylaws shall be reviewed by the Board or its designee and assigned an appropriate category. Section B. Eligibility 1. Organizations may become Members of Greenroads Foundation. 2. Individuals may become Members of Greenroads Foundation. 3. All Members shall voluntarily complete an application that will be reviewed and approved by the Board of Directors and shall provide proof of current establishment, employment, or enrollment upon reasonable request. 4. All Members shall agree to comply with all policies set forth by Board of Directors and with these bylaws. 5. Greenroads Members shall agree to pay regular dues and any other fees that the Board or its designee may establish. 6. Members shall be deemed no longer eligible to be any type of Member if privileges are abused. 7. Individuals must be a minimum 18 years of age or provide written permission of a parent or guardian in order to participate as a Member. Section C. Member Privileges 1. Members shall not have voting rights in the general powers and matters of the Board of Directors. 2. Members may attend open meetings of the Board of Directors and provide input to decisions of the Board, in person where physical space is reasonably possible, or by electronic communication. 3. Members may use the Greenroads Logo and trademark only according to the provisions in the Trademark Policy. 4. Members may participate in Committees designated by the Board. 5. Members may be elected or appointed to the Board of Directors or appointed as an Advisor. 6. Memberships shall be revoked by the Board without redress should these privileges be abused. Section D. Fees 1. The Board of Directors may set fees in such amounts as it shall deem necessary, including, and without limitation, annual dues for maintaining eligibility for Member Privileges. 2. The Board of Directors may assign contribution levels and associated Member privileges in such amounts as it shall deem necessary, including, and without limitation, tiers or classes based on value of dues and one time contributions. Section E. Acceptance 1. Each Member application will be reviewed to verify that the applicant meets the criteria described in these bylaws, including identifying the appropriate type. Section F. Termination 1. Membership may be terminated under the following conditions: a. Upon expiration of Membership. October 26,

12 b. Member resigns or Member s business dissolves and Member provides formal notice to Greenroads Foundation. c. Failure to pay accrued balances due as approved by the Board. 2. Termination does not absolve the Member of financial obligations to Greenroads Foundation. ARTICLE IX. COMMITTEES Section A. Formation and Purpose 1. The Board or its designee may form, dissolve or reinstate Committees as needed, except as provided in RCW Committees shall act on behalf of the Board of Directors in all matters within designated charges. 3. The Board of Directors, the Board Chair, Officers, the Executive, or any designee thereto may assign charges to Board Committees. 4. Committees, via their Chairs, may charge other Committees with support duties or tasks as needed to achieve their charges, but shall not delegate their charges to other Committees. 5. Committees may recommend their dissolution to the Board. 6. Committees are dissolved by a Board majority vote. Section B. Structure and Procedures 1. Committees shall have a Chair that is appointed by the Board of Directors or its designee. 2. Committees and Task Forces shall have at minimum two participating Directors per RCW Time, place, and nature of Committee meetings shall be determined by the Chair or by the Board or its designee. 4. Voting procedures and quorum used for Committee business shall match those noted in these bylaws for business conducted by the Board. Section C. Participation 1. Committee participants must comply with all Conflict of Interest procedures in these bylaws when participating in Committee matters. 2. Organizations may have at most one representative on any Committee that has voting privileges in official Committee matters, such as formal Committee recommendations made to the Board by the Chair. 3. Members are responsible for maintaining and managing their employee representation on Committees. Section D. Compensation & Finances 1. No person shall be compensated for Committee participation. 2. Expenses for Committee business must be pre approved by the Finance & Administration Committee or the Executive. 3. The Vice Chair of the Committee shall keep or appoint a designee to keep records of Committee business as necessary or as directed by the Board. 4. Committee participants may be reimbursed for reasonable expenses incurred in Committee business. Section E. Committee Types 1. A Standing Committee is a volunteer working group that is formed on behalf of the Board for on going tasks and work efforts as defined in the current policies of the corporation. There are three (3) Standing Committees as follows: a. Planning & Governance b. Finance & Administration c. Advocacy & Outreach October 26,

13 2. A Task Force a volunteer working group that is formed on behalf of the Board for a specific task or purpose with the intention of its dissolution upon completion of that task or purpose. An Advisory Council is a volunteer non working group established for a specific purpose and time period that provides non binding strategic advice to the Executive and Board of Directors. ARTICLE X. CONFLICTS OF INTEREST Section A. Definition 1. A known Conflict of Interest is a financial, personal/familial or official interest in, or conflict with, any matter pending before the Board, of such nature that it prevents or may prevent a person from acting on the matter in an impartial manner. 2. A perceived Conflict of Interest is the appearance of such conflict, such that admonishing this appearance of conflict and handling it according to these bylaws is in the best interest of Greenroads Foundation. 3. A financial conflict of interest is a type of conflict of interest where a person has the potential for personal financial benefit from a decision they participate in as part of Greenroads Foundation. 4. A conflict of loyalty is a type of conflict of interest where an individual participates in one or more organizations that have collaborative or competitive interests with Greenroads Foundation, such that their allegiance to that (those) organization(s) may challenge or compromise their ability to act in the best interest of Greenroads Foundation. 5. A conflict of benefit (or benefit from interest ) is a type of conflict of interest where an individual, acting alone or as an agent of their organization, and Greenroads Foundation mutually benefit from collaboration or partnership for reasons including but not limited to personal reputation, career advancement or business development, network building, and publicity, with or without potential for personal financial gain. Section B. Procedures 1. Any Director or Committee participant with a known or perceived Conflict of Interest on any matter pending before the Board or Committee will offer to the respective body on which they serve to voluntarily: a. Declare the nature of the Conflict of Interest by voice or in writing b. Request from the Chair permission to participate in discussion if the Conflict is determined to not be material to the vote, nor a Financial Conflict of Interest. c. Vacate his or her seat on the body in absence of an alternative resolution appropriate for the issue s context. 2. Conflicts of Interest on any matter addressed by the Board or its Committees are to be recorded by the Secretary, a designee of the Secretary or the Board, or by the designated recordkeeper of a Committee. ARTICLE XI. VOLUNTARY DISSOLUTION, MERGERS OR CONSOLIDATION Section A. Voluntary Dissolution 1. Voluntary dissolution procedures shall comply with procedures outlined in RCW Section B. Distribution of Assets 1. Distribution of assets shall comply with procedures outlined in RCW Upon dissolution, assets of Greenroads Foundation shall be liquidated be split equally toward the dual purposes of this organization: sustainable transportation and sustainability education. 3. Assets to be distributed shall be weighted according to the number of successfully certified Greenroads roadway projects in each state according to the location specified on registration documents. a. 50% to the state transportation fund to be used to fund sustainable transportation initiatives. b. 50% to the state education fund to be used to fund sustainability education. October 26,

14 4. Changes to this dissolution clause must be updated in the Greenroads Foundation Articles of Incorporation and filed with the Washington Secretary of State. Section C. Mergers or Consolidation 1. Mergers shall comply with procedures outlined in RCW Consolidations shall comply with procedures outlined in RCW ARTICLE XII. AMENDMENTS Section A. Means of Communication 1. These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by action of the Board of Directors at a formal meeting by written vote. 2. If proposed amendments to these bylaws are to be discussed at a formal meeting, changes must be introduced a minimum of one week prior to the meeting (preferably two weeks) during which they will be discussed by the Board of Directors. Section B. Document Collaboration 1. Amendments to this bylaws document may be suggested and discussed by collaborative means via communication or electronic document sharing up to two weeks prior to formal vote at a meeting. 2. Any Director may request changes submitted electronically to be formally addressed with a vote at a meeting, at least one week prior to the meeting (preferably two weeks) during which they may be discussed as individual amendments. Section C. Acceptance 1. Changes will be considered adopted upon approval of two thirds of the initial quorum of Directors at the meeting during which amendments are discussed. 2. The Secretary shall maintain a current copy of the bylaws, signed by the Board, at all times. October 26,