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Bylaws |
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See Bylaws Below
04/24/06 |
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Bylaws of the Revision
C, Approved 17 MAR 2006 Revisions
to these bylaws were unanimously approved by the Board of Directors of GRCC
on 17 MAR 06. Voting Directors were: Alan Blood, James Winebrake, Mike
Moser, Stephen Lasch, Bob Barker, Dave Keefe , and President Beth Hasebe. Preamble/Purpose The Clean Cities program
was initiated by the United States Department of Energy as a means to achieve
objectives established by the Energy Policy Act of 1992 (EPACT) and continued
under the Energy Policy Act of 2005. The program is organized as a
voluntary partnership of local individuals, government representatives, and
businesses. The purpose of the Genesee
Region Clean Communities organization is to develop, finance, and manage
projects which promote clean air and energy independence in the greater 1. Improve air quality in the region; 2. Displace imported fuels for both stationary and mobile
sources with domestically produced, clean burning alternative fuels; 3. Increase the acquisition and use of alternative fuel
vehicles; 4. Increase the use of existing alternative fuel supply
infrastructure; 5. Develop new and expand existing alternative fuel supply
infrastructure, vehicle maintenance, and related service industries; and, 6. Educate the public on the benefits and costs of
alternative fuel vehicles and their related infrastructure. Article 1. Membership 1.1 Members - Any
individual or organization who subscribes to the purpose and basic policies
of GRCC may become a member. Membership in GRCC shall be available
without regard to race, color, creed, gender, sexual orientation, or national
origin. 1.2 Admission -
Members shall be admitted upon signing of the GRCC Memorandum of
Understanding. 1.3 Non Members -
Non-members shall be allowed to participate in all GRCC activities and
functions except as provided by the Board of Directors. The Board of
Directors at their discretion may establish other membership requirements
including, but not limited to, dues, alternative fuel vehicle requirements,
or committee participation. 1.4 Transfer of
Membership - Membership in GRCC is not transferable. Members shall have
no ownership or beneficial interests of any kind in the assets of GRCC. Article 2. Board
of Directors 2.1 Composition - The Board of
Directors shall be comprised of no fewer than seven (7) GRCC members.
Every attempt will be made to have a diverse board membership representative
of GRCC stakeholders. The GRCC Coordinator (CCC), shall serve as an
ex-officio member on the Board with no voting privileges.
Attempts will be made to have the membership apply for director positions if
desired. 2.2 Terms of Office - Directors
shall serve until resignation or removal as in subsection 2.8 below. 2.3 Election -
Candidates to fill an open Director position shall be nominated by an active
Board member within one week of a vacancy if practicable.
Candidates may only be selected from any stakeholder organization. The
Directors shall elect a replacement Director from the list of candidates
within one month of a vacancy in the Board. The elected nominee shall
be notified by a Director of selection within five days of election. 2.4 Rights, Powers, and Privileges -
The Board of Directors shall provide general oversight of the affairs,
business activities of GRCC and establish the policies, procedures and rules
of GRCC. The CCC shall operate according to those policies, procedures, and
rules. 2.5 Meetings - The Board of
Directors shall meet regularly at a frequency, time, and place established by
the Board of Directors. The Board of Directors shall hold periodic
Stakeholder meetings for the dissemination of information to promote the use
of alternative fueled vehicles and establishment of refueling and maintenance
infrastructure. 2.6 Notice –
Notice of Board and Stakeholder meetings shall be maintained on the
Agenda page of the GRCC web site. Written notice and the agenda of any
meetings of the Directors shall be emailed or mailed, first class, to each
Director and the CCC by the President of the
Board. Notices of Stakeholder meetings shall state the time and place of the
meeting, the purpose for the meeting and the business to be conducted, and no
other business shall be transacted at such meetings unless added to the
agenda by a majority vote. Where possible, reminders of Stakeholder
meetings shall be emailed to Stakeholders. Future agendas, meeting minutes,
and other important information shall be posted on the web site. 2.7 Quorum - Unless
specifically stated otherwise in these Bylaws, a majority of the total number
of Directors shall constitute a quorum for the transaction of business at any
meeting. 2.8 Resignation or Removal of
a Director - Any Director may resign at any time by notifying the President
of the Board of Directors. Such resignation shall take effect at the time
specified by the departing Director. A Director who frequently fails to
attend may, upon a vote of the Board of Directors, be removed for cause. This
provision does not limit the bases upon which Directors can be removed by the
Board of Directors for cause. Vacancies occurring shall be filled by election
to the Board as detailed in subsection 2.3 above. Article 3. Officers 3.1 Election
of Officers - Officers of the GRCC shall be a President and Treasurer. All
officers shall be elected by the Board of Directors. Each Officer shall hold
office until a successor is elected and qualified. Each Officer shall
perform the duties incident to the respective office including those listed
below and such other duties as may be assigned to each of them from the Board
of Directors. 3.2 Resignations
- Any Officer may resign at any time by giving written notice to the Board.
Any such resignation shall take effect at the date of receipt of such notice
or at any later time therein specified, and, unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective. 3.3 Vacancies - A vacancy in
any office because of death, resignation, removal, disqualification or
otherwise, shall be filled from among the Directors by majority vote of the
Board of Directors. 3.4 President - The President shall
have general charge of the business and the governance of the GRCC. The
President has the authority to call special meetings of the Board of
Directors. The President may designate a member of the Board to act as
President in the President’s absence. 3.5 Treasurer - The Treasurer
shall receive and deposit all monies or funds of the GRCC in such
depositories as may be selected by the Board of Directors, and shall disburse
the funds of the GRCC in the manner directed by the Board of Directors. The
Treasurer shall provide the CCC and the Board of Directors, whenever they may
require, accounts of all financial transactions, and, in general, perform the
duties incident to the office of Treasurer. 3.6 Clean Communities Coordinator
(CCC) - The CCC shall be appointed by the Board of Directors by a
simple majority vote. The CCC is without vote. The CCC shall
abide by the policies, procedures, and rules as set by the Board of
Directors. The CCC shall manage the daily affairs of GRCC. The Coordinator
shall also perform the duties normally assigned to an organizational
secretary. These duties include but are not limited to: Keeping the
minutes of the meetings of the Board of Directors and of committees having
any of the authority of the Board of Directors and making copies available to
the public upon request; seeing that all notices are duly given in accordance
with these Bylaws or as required by law; ensuring that all returns and
reports are filed with appropriate federal and local authorities; acting as
custodian of any corporate records, if incorporation is sought, and the seal
of the GRCC; seeing that the seal of the GRCC is affixed to all appropriate
documents, the execution of which on behalf of the GRCC is duly authorized in
accordance with the provisions of these Bylaws; and, in general, performing
all duties incident to the office of Secretary, including keeping the GRCC
website updated. 3.7 Other Officers - The Board
of Directors may establish the qualifications, duties, authority, titles and
terms of additional officers not inconsistent with these bylaws as the Board
deems necessary in order to carry out the purposes of the GRCC. Article 4. Removal of
Officers and Directors and Clean Communities Coordinator 4.1 Any Director or Officer or
Coordinator may be removed for cause at any Board meeting by the
affirmative vote of the majority of the total number of Directors acting on a
petition for removal filed with the President or the CCC. Any person to
be removed for cause shall receive written notice of the intent of the
Directors to do so not less than twenty-one (21) days before the meeting and
shall have the right to respond to the petition before a vote for removal.
Such petition, along with any response by affected person, shall be provided
to the Directors not less than fifteen (15) days before such meeting by email
and/or Article 5. Committees 5.1 Committees - The Board of
Directors may designate and appoint one or more committees, each of which
shall include at least one Director. Committees shall have the duties
assigned to them by the Board. Article 6.
Miscellaneous Provisions 6.1 Contracts and Other
Documents - The Board of Directors, except as otherwise required by law, or
these Bylaws, may authorize any Officer or Officers, Agent or Agents of the
GRCC to enter into any contract or execute and deliver any instrument or
document in the name of and on behalf of the GRCC and such authority may be
general or confined to specific instances. Article 7.
Amendments to the Bylaws 7.1 These Bylaws may be
altered, amended or repealed and new Bylaws may be adopted by a two-thirds
majority vote of the total number of Directors at any regular or at any
special meeting. Proposed changes to the Bylaws may not be considered
at a meeting unless filed with the President
or CCC at least twenty (20) days before the meeting at which it is to
be considered and provided to the Directors at least ten (10) before the date
of such meeting. Article 8.
Audit 8.1 The GRCC Board of Directors shall
provide for a periodic audit of its accounts . The Board of Directors shall
determine the frequency of audits. |