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:

• to provide leadership to empower, strengthen and sustain scenic byways.
• to educate the byway practitioners, professionals, volunteers in matters relating to scenic byways designated by states, tribes and federal government through some official declaration.
• to educate decision makers and the public about the importance of scenic byways.

• to conduct research for the benefit of byways and byway organizations.
• to carry out charitable byway related projects.
• to develop human, financial and other resources.
• to maintain communication between byway interest groups and individuals.
• to recognize significant achievements relating to byways.
• to develop partnerships with units of government, the not-for-profit and the for- profit sectors.

ARTICLE II –MEMBERSHIP

Section 1 – Capitol Stock: This Foundation shall have no Capitol Stock.

Section 2 – Rights: Rights of the members shall be equal.

Section 3 – Number: The number of Members shall be unlimited.

Section 4 – Dues, Benefits: Members shall be admitted to the Foundation upon submission of a membership application and the payment of the annual Membership dues. The Board of Directors shall define member benefits, categories, dues and define voting privileges for each Membership category.

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, any of the Foundation’s national partners may be invited to serve as are non-voting members of the Board. Directors receive no compensation but may be reimbursed for reasonable expenses.

Section 2 – Directors: 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 to successive 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: The Board may establish a schedule of regular Board meetings to be held at dates and times to be determined. 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 - Special Meetings: Special meetings of the Members may be called at any time by the chair or 3 voting directors. Written notice of such special meeting shall be mailed by the Executive Director to each Member at least fifteen (15) days prior to such meeting, stating therein the purpose of which the meeting is called.

Section 3 – 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 4 – 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 5 – 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 6 – 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 7– 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 or 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 non-voting honorary and emeritus offices and elect worthy individuals to them.

Section 8 – Resignation, Termination and Absences: Resignation from the board will be received by the Executive Director and forwarded to the Board of Directors. A director may be removed by the Board whenever a director breaks the CODE OF CONDUCT and/or in the judgment of the board the removal would serve the best interest of the Foundation. Any Director who fails to attend three (3) consecutive Board of Directors meetings may be subject to removal. Any vote to remove a Director must be carried by an affirmative vote of at least two thirds of those present at an official meeting where there is a quorum.

Section 9 – Advisory groups: The Board of Directors may establish ad hoc advisory groups as needed for specific projects

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 immediate Past Chairperson shall serve on the Executive Committee as an ex-officio member for one year. 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 – INDEMNIFICATION

The Foundation shall indemnify any Director, officer or employee of the foundation against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a Director, officer or employee, except in relation to matters as to which he or she adjudged in such action, suit or proceeding to be liable for willful or wanton misconduct in the performance of his or her duty to the Foundation.

ARTICLE VIII – 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 VIX – 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 February 5, 2015