COMMUNITY TRANSPORTATION ASSOCIATION OF AMERICA INC. BYLAWS: ARTICLE 1 Name The name of the corporation (hereinafter called "the Association") shall be the "Community Transportation Association of America." ARTICLE 2 Mission The Community Transportation Association of America is a membership Association made up of individuals and organizations committed to the establishment of the principle that access and mobility are basic human rights. In working to achieve this principle, the Association conducts research, provides technical assistance, offers educational programs, and serves as an advocate in order to make community transportation available, affordable and accessible. ARTICLE 3 Offices The principal office of the Association shall be located in Washington, DC. The Association may also have offices at such other places as the Board of Directors may from time to time select. ARTICLE 4 - Membership 1. Membership Categories. The Association shall have two categories of membership. This classification is based upon those who have voting membership in the Association and those who are non-voting supporters of the goals and objectives of the Association. A. Voting Members: Those members classified as Community Transportation Providers; State and National Partners; and Local Partners; are eligible to have voting privileges and hold offices in the Association. Membership categories are defined as follows: Community Transportation Providers: Public and private agencies, nonprofit and for profit organizations that provide community transportation services.
State and National Partners: National, state, or regional, government organizations including state transportation departments, state or regional planning organizations; state or national transportation associations; public or private colleges and universities; other institutions of higher learning; or research organizations. Local Partners: Local organizations interested in the provision of Community Transportation but not directly engaged as transportation providers such as; community based health and human service organizations; public and private businesses firms providing social services or health care; and self-employed individuals within the transportation, or health and human services fields. B. Non-Voting Members: Those members classified as: Exhibitors, Suppliers, and Friends of Community Transportation. These members are further defined as: Exhibitor Members: Community Transportation vehicle manufacturers and those engaged in the production and distribution of equipment, products, technical services or other industry related products and activities who exhibit at Association meetings. Supplier Members: Companies that provide products and services to the Community Transportation Industry or related fields that do not exhibit at Association meetings. Friends of Community Transportation: Supporters and advocates for Community Transportation who support the basic goals and objectives of the association; or students enrolled in a college or university, or other special categories as determined by the Board. 2. Voting Member Designation. Voting members must designate an individual for the purposes of voting in Association elections. Such an individual is designated at the time of initial membership. The designation can be changed at any time by written request of the member or can be changed at time of membership renewal. ARTICLE 5 - Meetings 1. Annual Meetings. An annual meeting of the members of the Association shall be held each year. All references in these Bylaws to such an annual meeting shall apply to this annual meeting, whenever it is held. The Board of Directors shall set the date and location of the annual meeting and any other meetings of the
Association s membership. 2. Notice of Meetings. A thirty-day advance notice of any annual or other membership meeting shall be given to each member in good standing of the Association. Publication of such notices in official publications of the Association shall be deemed to be satisfactory notice. 3. A quorum. At all membership meetings, at least five percent (5%) of the members of the Association eligible to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the membership, except as may be otherwise specifically provided by statute or by these Bylaws. ARTICLE 6 - Board of Directors 1. Function. The business and property of the Association shall be managed and controlled by a Board of Directors. 2. Powers and Duties of Board of Directors. All the corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the District of Columbia, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may, by general resolution, delegate to committees of its own number, or to officers or employees of the corporation, such powers as it deems necessary for the conduct of business. 3. Compositions and Election. There will be three classes of membership within the Board of Directors. Regional Directors shall be elected, one (1) from each of ten (10) geographic regions established by the Board. These Regional Directors shall be elected by the Association's voting members from that region. Five (5) additional Directors shall be selected directly by the Board. These Directors shall serve as National Directors. The Board shall also select five (5) additional non-voting Directors. These Directors shall serve as Ex- Officio members of the Board. 4. Terms of Office. Regional, National Directors, and Ex-Officio Directors shall serve staggered three (3) year terms. The number of terms a Director may serve is not limited. 5. Eligibility. Regional, National Directors, and Ex-Officio Directors shall have been members of the Association for twelve (12) months at the time of their nomination. The Board may waive this requirement for Ex-Officio candidates.
6. Resignation. Any Director may resign at any time by giving written notice to the President of the Board of Directors. 7. Vacancy. Vacancies on the Board of Directors are created by resignation, removal, or the death of a Director. In these cases the President of the Board is authorized to select a replacement for the balance of the affected member s term. The person selected for this position shall meet the qualifications as prescribed by these bylaws. 8. Regular Meetings. The Board of Directors shall hold no fewer than two (2) meetings every calendar year. 9. Special Meetings. A special meeting of the Board of Directors may be called by the President or must be called on the written request of five (5) voting members of the Board. 10. Notice of Meetings. At least a ten-day notice of meetings shall be given to each Director. This notice may be made personally, or by mail, telephone, or email, at the last know address or phone number of the Director. 11. A quorum. At all meetings of the Board of Directors at least fifty percent (50%) of the voting members shall be necessary and sufficient to constitute a quorum for the transaction of business. An act of a majority of the voting members present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. 12. Conducting Business by Mail, Phone, or other Electronic Means. The Board may conduct business by mail and hold regular meetings via telephone or other electronic forms of conferencing, except as may be otherwise specifically provided by statute, the association's Articles of Incorporation or these Bylaws. 13. Contracting with Voting Directors. The Voting Directors and officers of the Association may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Association. They may freely make contracts or enter into transactions with the Association and otherwise act for and on behalf of the Association, notwithstanding that they may also be acting as individuals, or as trustees or trusts, or as agents for other persons or corporations, or may be interested in the same manner as stockholdersor Directors. Any contract, transaction, or act on behalf of the Association in a matter in which the Voting Directors or officers are personally interested as stockholder, Director,
or otherwise shall be at arms length and not violate any proscriptions in the Articles of Incorporation against the corporation's use or application of its funds for private benefit. Any such Director or officer shall publicly disclose their personal interest and shall not participate in the Board's discussion or decision about the transaction. 14. Compensation. Directors shall not receive any stated compensation for their services as a Director, but expenses may be allowed for attendance at each regular or special meetings of the Board. Directors may enter into contracts with the Association and receive compensation for professional services unrelated to their duties as Directors provided that such compensation complies with all applicable provisions of these bylaws. 15. Waivers of Notice. Whenever notice is required by the Articles of Incorporation, bylaws, or the laws of the District of Columbia to take action, such action may be taken without such notice if all who are entitled to such notice waive such notice before or after the taking of such action. 16. Removal of Directors. Any Director may be removed from office for conduct detrimental to the interests of the Association, for failure to attend three (3) consecutive meetings of the Board, for nonfeasance, or for malfeasance, by vote of two-thirds of the other voting Directors at any regular or special meeting called for that purpose. The Director subject to these removal proceedings shall receive notice of this meeting by mail, telephone, or email, at the last know address or phone number of the Director from the President of the Board at least ten (10) days before such a meeting occurs. ARTICLE 7 Officers 1. Number and Qualifications. The officers of the Association shall be the President, Vice President, Secretary, and Treasurer and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed, elected, or determined by the Board of Directors. Only voting members may hold offices within the Association. Directors who shall hold any office shall be qualified for the office to which they may be appointed and may not hold any office where that office's duties would cause that Director to be in violation of any federal law, regulation or other applicable requirement. 2. Elections and Term of Office. The voting members of the Board of Directors shall elect officers. All officers shall hold office for one (1) year or until their respective successors are elected and take office. Officers whose terms expire may be elected by the Board to continue to serve for another term. All officers are limited to two consecutive terms in that office.
3. Vacancies. In case any office of the Association becomes vacant by death, resignation, retirement, removal, or any other cause, the majority of the voting members, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the successor is elected and takes office. 4. President. The President shall have and exercise general charge and supervision of the affairs of the Association, shall chair all Board meetings, and shall do and perform such other duties as may be assigned by the Board of Directors. 5. Vice President. The Vice President shall perform the duties of the President in the absence or inability of the President to discharge the duties of the office. The Vice President shall serve as the Chair of the Elections Committee. 6. Secretary. The Secretary shall have charge of such documents and papers as the Board of Directors may determine. The Secretary shall attend and assist in the drafting and review of the minutes of all the meetings of the Board of Directors and shall perform such other duties as may be assigned by the Board of Directors. 7. Treasurer. The Treasurer shall chair the Association s Finance Committee and exercise in conjunction with the committee, due diligence and review, of all financial activities of the corporation or any subsidiary corporations or affiliated entities created by the Association. The Treasurer shall also serve as Chairman of any special audit committee or committee s created by the board and serves as Chair of the Board of Directors of the Community Transportation Development Lending Services Corporation. The Treasurer shall from time to time report to the Board on the financial status of the Association and with the Finance Committee prepare an annual budget for the Association as well as perform other such duties as may be assigned by the Board of Directors. 8. Removal of Officers. Any officer may be removed from office by the affirmative vote of at least two thirds of the voting members of the Board of Directors at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Association or for refusal to render reasonable assistance in carrying out any corporate purpose. Any officer proposed to be removed shall be entitled to at least ten (10) days notice by mail, telephone, or email, at the last know address or phone number of the officer of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.
ARTICLE 8 - Executive Committee 1. Election. The Executive Committee shall be elected annually by the Board of Directors, and shall hold office until their respective successors have been duly chosen. 2. Composition. The Executive Committee will consist of the five (5) members, including the (4) current officers of the Association and the immediate past President of the Board of Directors. 3. Chair. The President of the Board of Directors shall Chair the Executive Committee. 4. A quorum. A quorum of the Executive Committee shall be three (3) members. 5. Powers. The Executive Committee shall govern the Association between meetings of the full Board of Directors. They shall have all the powers of the Board with the exception of amending these By-Laws or the Articles of Incorporation. 6. Compensation and Evaluation Committee: The Executive Committee shall function as a Compensation and Evaluation Committee and evaluate the performance of the Executive Director and recommend appropriate compensation for approval by the Board of Directors. Article 9 - Other Committees & Panels 1. Elections Committee. The Election Committee will be responsible and shall have responsibility for overseeing the election process for Regional Directors, for preparing a slate of candidates for National Directors, for preparing a slate of candidates for Officers, for conducting the nominations and elections of the Delegate Council, for conducting all other elections assigned by the Board and for recommending improvements in the elections procedures and processes. As necessary, any policies or procedures developed by this Committee shall be approved by the Board of Directors. The Vice President chair this committee with three (3) additional Directors appointed by the President, from the Board of Directors. 2. State Delegate Council. A State Delegate Council shall be established as an advisory body to the Board of Directors to represent the views and special concerns of the Association's national membership.
Each State or other Board designated jurisdiction shall be entitled to elect one delegate to the State Delegate Council. Any State Delegate must be eligible to vote in the Association. The terms of office, qualifications for serving as a State Delegate, and method of election shall be determined by the Elections Committee with approval by Board of Directors. The State Delegate Council's role is limited to that of an advisory body. It is not empowered to speak, obligate, or act independently for the Association. 3. Finance Committee. The Board of Directors shall establish a Finance Committee to oversee the fiscal operation of the Association in accordance with policies and procedures established by the Board of Directors. The Finance Committee shall be chaired by the Treasurer and selected as prescribed in these bylaws, with at least four (4) additional members of the Board of Directors serving on the committee. The Finance Committee shall also serve as the Audit Committee and shall recommend an independent auditor to the Board for its approval and shall meet with this Auditor as necessary, but not less frequently than prior to the commencement of the audit and upon its completion. This meeting may be conducted in person or using other appropriate electronic means. 4. Other Committees. Other committees may be established by the Board of Directors to highlight issues of special interest to the membership and the Association. The Board will specify the charter of all such committees, councils, or task forces. The Chairman of the Board will appoint the chair and membership of these special committees. Each committee shall report to and operate at the discretion of the Board of Directors. ARTICLE 10 - Executive Director The Board of Directors shall appoint an Executive Director to serve as Chief Executive Officer of the Association. The Executive Director shall have general charge of the day-to-day affairs, business, and property of the corporation and general supervision over its other employees and agents. The term of office, salary, benefits and other conditions of employment of the Executive Director shall be established by the Board. The Executive Director shall be authorized to enter into contracts and other agreements on behalf of the corporation, to hire and fire staff, subject to such salaries, benefits, terms and other conditions of employment as the Board shall establish. The Executive Director shall attend all meetings of the Board, and serve as an Ex-officio member of all committees of the Association. The Executive Director shall submit an annual report of the operations of the corporation to the Board of Directors. The Executive Director shall serve at the discretion of the Board of Directors.
ARTICLE 11 - Agents and Representatives The Board of Directors, or the President acting on the Board's behalf, may appoint such agents and representatives of the Association with such powers to perform such acts or duties on behalf of the corporation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law. ARTICLE 12 - General Provisions 1. Delegation of Authority. The Executive Director is authorized to submit funding proposals and bids, to accept grant awards and cooperative agreements, and to enter into contracts or execute and deliver instruments, in the name of and on behalf of the Association. 2. Seals. The seal of the Association shall be in such form as determined by the Board and prescribed by the District of Columbia. 3. Contracts. The President or the Executive Director, individually, shall have the authority to contract on behalf of the Association. In addition, the President, the Board of Directors, or the Executive Director, except as these Bylaws otherwise provide, may authorize any employee, officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance, and unless so authorized by the President, Board of Directors, or Executive Director, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or render it liable for any purpose or amount. 4. Conflicts: In case any provisions of these Bylaws shall be inconsistent with the Articles of Incorporation, the Articles of Incorporation shall govern. ARTICLE 13 - Personal Liability The Members, Directors, Officers, or any employee of the Association shall not be personally liable for any debt, liability or obligation of the Association. ARTICLE 14 - Indemnification 1. Indemnification. The Association shall indemnify any Officer, Director, employee, or agent who conducted themselves in good faith and 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 including an action or suit by reason of the fact that they are or were a Director, officer, employee, or agent of the Association. In addition, the Association shall indemnify those serving at the request of the Association as a Director, officer, or trustee of another corporation, partnership, joint venture, trust or other enterprise, against judgements, fines, amounts paid in settlement and expenses (including attorneys' fees) actually and reasonably incurred by them in connection with such action, suit or proceeding, except as to any claim, issue or matter as to which such person shall have been finally adjudged to be liable for their gross negligence or willful misconduct in the performance of their duties. Each such indemnity shall inure to the benefit of the heirs, executors, and administrators of such people. The Association shall not indemnify a Director, officer, employee or agent unless authorized in the specific case after a determination has been made that indemnification is permissible in then circumstances because they have met the standard of conduct set forth in this Section. The determination shall be made: A. by the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding; or B. if such a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which Directors who are parties may participate in such designation), consisting solely of two or more Directors not at the time parties to the proceeding; or C. By special legal counsel selected by the Board of Directors. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination is permissible. D. in the case that any Officer, Director, employee, or agent may be entitled to such indemnification a majority vote of the voting members of the Board is required. 2. Advances for Expenses. Expenses incurred in defending an action, suit or proceeding, whether civil, criminal, administrative or investigative, may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking of or on behalf of the Director, officer, employee or agent to repay such amount if: A. the Director, officer, employee or agent furnishes the Association a written statement of his good faith belief that they have met the standard of conduct described in Section 1;
B. the Director, officer, employee, or agent furnishes the Association a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that they did not meet such standard of conduct (which undertaking shall be an unlimited general obligation of the Director, officer, employee or agent but need not be secured and may be accepted without reference to financial ability to make repayment); and C. a determination is made that the facts then known to those making the determination would not preclude indemnification under the laws of the District of Columbia. 3. Insurance. The Association may purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee or agent of the Association, or who, while a Director, officer, employee or agent of the Association, is or was serving at the request of the Association as a Director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by them in that capacity or arising from their status as a Director, officer, employee or agent, whether or not the Association would have power to indemnify them against the same liability under Section 1. 4. Limitation on Liability. In any proceeding brought in the right of the Association or by or on behalf of members of the Association, the damages assessed against a Director, officer, employee or agent arising out of a single transaction, occurrence, or course of conduct shall not exceed one dollar, unless the Director, officer, employee or agent engaged in willful misconduct or a knowing violation of the criminal law. 5. Rights. The right of the indemnification provided by this Article 13 of these Bylaws shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Association even as to claims, issues or matters in relation to which the Association would not have the power to indemnify such person under the provisions of this article. ARTICLE 15 - Voting Upon Stock of Another Corporation Unless otherwise ordered by the Board of Directors, the President or Treasurer shall have full power and authority on behalf of the Association to vote either in person or by proxy at any meeting of stockholders of any corporation in which this corporation may hold stock, and at such meeting may possess and exercise all of the rights and powers thereof this Association might have possessed and exercised if present. The Board of Directors may confer like powers upon any
other person and may revoke any such powers as granted at its pleasure. ARTICLE 16 - Fiscal Year The fiscal year of the Association shall commence on July 1 of each year and end on June 30. ARTICLE 17 - Prohibition Against Sharing in Corporate Earnings No Director, officer, employee, or person connected with the Association, or member of an advisory committee or panel, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association; provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association in affecting any of its purposes as shall be fixed by the Board of Directors nor shall it limit the extent to which grants, scholarships, and fellowships can be made available to scholars, researchers, students, writers and others. No such person or persons shall be entitled to share in the distribution of the Association. All Directors of the Association shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over to such eleemosynary institutions as shall at that time qualify as exempt under Section 501 C (3) of the Internal Revenue Code of 1954 (or any corresponding provision of any future Internal Revenue Laws), upon such terms and conditions and in such amounts and proportions as the Board of Directors may impose and determine, to be used by such eleemosynary institutions receiving the same for such similar or kindred purposes as set forth in the Certificate of Incorporation of the Association and all amendments thereto. ARTICLE 18 - Investment The Association shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the voting members of Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or by any similar restrictions. ARTICLE 19 - Amendments The voting members of the Board of Directors shall have power to make, alter,
amend, and repeal the Bylaws of the Association by an affirmative vote of a majority of the voting members. ARTICLE 20 - Effective Date These Bylaws were amended on November 7, 2009; and took effect on that day. They were affirmed by vote of the voting members of the Board of Directors. AMENDMENT 1 The Bylaws of the Community Transportation Association of America are amended as follows: Article 9, Other Committees and Panels, of the Bylaws of the Community Transportation Association is changed as follows: Section 1. The membership of the State Delegate Council is expanded by three additional members. Two of these members shall represent Native American Tribal Nations in the continental United States, and one shall represent Native American Tribal Nations in Alaska. Section 2. The Council s name is changed to State and Tribal Nations Delegate Council. The Board of Directors adopted Amendment 1 on May 24, 2010.