BYLAWS OF THE NATIONAL SCENIC BYWAY
FOUNDATION
ARTICLE I – NAME AND PURPOSE Section 1 – Name: The name of the organization is the National Scenic Byway Foundation. It is a nonprofit organization incorporated under the laws of the State of Minnesota. Section 2 – Purpose: The National Scenic Byway Foundation is organized exclusively for charitable, scientific and educational purposes. The purpose of this corporation is: |
ARTICLE II –MEMBERSHIP Section 1 – Eligibility, Rights and Obligations of Membership: Application for membership will be open to any individual or organization interested in furthering the purposes of the organization. Membership is granted by vote of the Board of Directors after it receives a membership application and the appropriate dues. Members may address and petition the Executive Director and members of the Board of Directors, may apply for participation in programs and activities of the organization and may suggest plans and ideas to the Board of Directors. When requested by the Board or Executive Director, members are expected to cooperate in projects, committee work and activities of the organization. Section 2 – Dues: From time to time the amount and terms of dues will be determined by the Board of Directors. The Board may elect to accept contributions of goods and services in lieu of cash payment of dues. Section 3 – Classes of Membership: Membership is available in the following classes: 1. Lifetime Sustaining Section 4 – Resignation and Termination: Any member may resign by submitting a written resignation to the Executive Director. Resignation will not relieve a member of obligations for unpaid dues or other accrued charges. A membership may also be terminated by vote of the Board of Directors. |
ARTICLE III – BOARD OF DIRECTORS Section 1 – Board Role, Size and Compensation: The Board of Directors is responsible for overall policy and direction of the organization and may delegate responsibility for day-to-day operations to a non-voting Executive Director and to Board created committees. The Board will have no fewer than seven nor more than nineteen voting Directors. In addition to the voting members, the Director of the Federal Highway Administration Scenic Byway Program and the Director of America's Byways Resource Center are invited non-voting members of the Board. Directors receive no compensation but may be reimbursed for reasonable expenses. Section 2 – Initial Board: Until the Foundation's first annual meeting the Foundation's incorporators will serve as the Board of Directors Section 3 – Directors: The Foundation’s incorporators will serve as the Foundation’s Board of Directors until the Foundation’s first annual meeting is held. At that first annual meeting the Incorporators will then elect the succeeding Board of Directors. The first succeeding Director so elected will serve a one-year term, the second elected a two-year term, the third a three-year term, the fourth a one-year term, the fifth a two-year term and so on provided that elected Directors will be balanced so that approximately one third of the appointments expire at the end of each calendar year. From time to time thereafter the Board may elect or reelect an individual to a vacant voting Director position provided the total of appointed voting Directors will not exceed nineteen at any time. Mid-term appointments to fill a vacancy resulting from a Director's resignation or termination will be filled only to the end of the resigned or terminated Director's term. Directors may be reappointed but, in addition to an initial term of less than three years, no Director may serve more than two successive three-year terms. Members of the organization may nominate individuals for the Board's consideration as Directors. In selecting Directors, the Board will give due consideration to balancing representation from various geographic sections of the country and from the public and non-public sectors. |
ARTICLE IV – BOARD MEETINGS Section 1 -- Nature of Meetings: Meetings of the Board of Directors will be at the call of the Chair or upon the Chair receiving a petition of three or more voting Directors. Meetings and voting of the Board of Directors may be in-person, in writing or by electronic means. Directors may attend any Board meeting, participate and vote in-person or by electronic means. Members of the organization and the public may attend meetings in person or electronically. Section 2 – Notice of Meetings: At least forty-eight hours before its scheduled time and upon direction from the Chair, the Executive Director will deliver an electronic or printed announcement of each Board meeting including a tentative agenda to a last known physical or electronic address of each Director. Section 3 – Quorum: For business transactions to take place and motions to pass, a quorum must be composed of at least a majority of the Directors currently holding office. Section 4 – Voting: All issues voted upon will be decided by a simple majority of those present and voting. Except for votes to approve memberships, to recess, adjourn and accept reports, all votes of the Directors will be by recorded roll call. Section 5 – Annual Meeting: Unless the Board of Directors votes otherwise, the first meeting of the Directors in each calendar year will be deemed the annual meeting of the organization. Section 6 – Officers and Duties: There will be three officers of the Board of Directors consisting of a chair, vice-chair and treasurer. Their duties are as follows: The chair will convene meetings of the Board, preside at the meetings or arrange for another officer of Director to preside. The vice-chair will chair committees on special subjects as designated by the Board and chair meetings in the absence of the chair. The treasurer will make financial reports to the Board, prepare an annual budget, approve all expenditures, assist in fund raising, prepare and file all required financial and legal documents and make financial information available to Directors and the public. In addition the Board may create elect non-voting honorary and emeritus offices and elect worthy individuals to them. Section 7 – Resignation, Termination and Absences: Resignation from the board will be received by the Executive Director and forwarded to the Board of Directors. Upon a vote of the Board, a Director may be terminated from the Board due to excessive absences; for failure to participate in four successive called meetings. |
ARTICLE V – COMMITTEES Section 1 – Committee Formation: The Board of Directors may create committees as needed. The Chair appoints all committees and members. Section 2 – Executive Committee: The three officers plus two other Directors elected from the Board serve as the Executive Committee. The Chair also serves as chair of the Executive Committee. Except for the power to amend the Articles of Incorporation and these bylaws, the Executive Committee has all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board. |
ARTICLE VI -- EXECUTIVE DIRECTOR AND STAFF An Executive Director may be elected by the Board of Directors and has day-to-day responsibility for the organization including carrying out the organization's goals and policies. The Executive Director serves as secretary to and attends meetings of the Board of Directors, reports on the progress of the organization, answers questions of the Directors and carries out the duties designated by the Board. Upon approval of the Board, additional staff may be appointed by the Executive Director. |
ARTICLE VII – DISSOLUTION If the Board of Directors decides to dissolve the Foundation, assets of the corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code or shall be distributed to the federal government or to a state or local government for a public purpose. |
ARTICLE VIII – AMENDMENTS The Foundation's Articles of Incorporation and these bylaws may be amended when necessary by two-thirds of the Directors participating and voting in a duly called meeting. A proposed amendment must be reduced to writing and submitted to the Executive Director who will attach it and list it on the agenda submitted to all Directors with the call to a meeting. |
CERTIFICATION These Bylaws were approved at a meeting of the Board of Directors by at least a two-thirds majority vote on March 16, 2004. Chair __________________________________________ Date _______________________
Secretary _______________________________________ Date _______________________ |
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