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Bylaws |
TRANSPORTATION ASSOCIATION OF
SOUTH CAROLINA (TASC)
CONSTITUTION AND BY-LAWS
ARTICLE I
Name and Location
The name of this Association
shall be the “Transportation Association of
South Carolina, Inc.” and is hereby referred to
as “The Association.” The official address shall
be that of the President or Executive Official
or any place as designated by the Board
of Directors.
ARTICLE II
Purpose
The general nature and purpose
for which the Association has been organized is
to:
1. Act as a force in the State of
South Carolina to foster common policies,
requirements, and educational efforts concerned
with public transportation;
2. Provide a forum for the
exchange of experiences, discussions, and study
of public transportation opportunities;
3. Enhance improvements and
coordination of the public transportation
industry;
4. Provide technical assistance
and training to members; and
5. Receive and maintain funds and
apply the same to promote the general nature and
purpose for which this Association is organized.
ARTICLE III
Membership
Any individual or organization
supporting the purpose of the Association may
become a member upon payment of' appropriate
annual dues based upon membership classification
or upon special appointment by the Board of
Directors.
Classification of Membership
The Board of Directors
shall determine the membership category of all
members. Membership shall be classified as
follows:
1. Operating Members:
This class shall consist of public and private
agencies/companies with the authority to operate
any form of organized public transportation
service within the boundaries of the State of
South Carolina. Members of this class shall the
privileges and services of the Association, and
will name a representative, with alternate, who
will vote representing the member. Each
operating member of Class A, B, and C will have
one floor vote.
There will be three Classes of
Operating Members as follows:
CLASS A – Specialized Service Operators:
Includes all non-profit operators who primarily
provide service to specialized c1ientele and
whose service may include the general public.
Five (5) voting Board members.
CLASS B –
General Public Operators: Includes all
non-profit operators who primarily provide
service to the general public. Five (5) voting
Board members.
CLASS C –
Commercial Operators: Includes all for-profit
operators who may provide service to either the
general public or to specialized clientele or
both. One (1) voting Board member.
2.
Professional Members
(1 voting Board
member): This class shall consist of
organizations or individuals that are engaged in
professional work relevant to public
transportation. Examples are management, legal,
architectural, engineering, planning, and
consultant firms. Such members shall have all
privileges of' the Association except the right
to floor vote.
3.
Affiliate Members
(1 voting Board
member): This class shall consist of
organizations or individuals engaged in
manufacturing, supplying, or selling goods or
services for the public transportation industry.
Examples are vendors, manufactures, fabricators,
printers, sales representatives, and publishing
firms. This class of membership shall have all
privileges of the Association except the right
to floor vote.
4.
Government Entities
(2 voting Board
members): This class shall consist of state
agencies and non-operating governmental entities
or other public bodies not acting as a public
transportation operator within the boundaries of
the State of South Carolina. Members of this
class shall have all the privileges of the
Association except the right to floor vote.
5.
Educational Institution
(1 voting Board
member): This class shall consist of any
institution that has as its primary purpose the
education of students. Members of this class
shall have all privileges of the Association
except the right to floor vote.
6.
Associate Members:
This class shall
consist of any individual, organization, or
corporation desiring to support the Association.
Members of this class shall have all privileges
of the Association except the right to floor
vote and membership on the Board of Directors.
7.
Reciprocal Members:
This class shall
consist of any transportation related
association that on a reciprocal basis provides
this Association with gratis membership in that
Association. Members of this class shall have
all privileges of the Association except right
to floor vote and membership on the Board of
Directors.
8.
Ex-Officio Members:
This class shall consist of individuals who are
members of the Association by virtue of their
official position in the Office of the Governor,
the South Carolina Senate, and the South
Carolina House of Representatives. This class
shall have all the privileges and services of
the Association except the right to floor vote.
ARTICLE IV
Board of Directors
The governing body of' the
Association shall be a Board of Directors, which
shall have the power to establish policy and
direct the management and business, property and
affairs of the Association within the limits of
the by-laws. The number of voting directors
shall be sixteen (16) and they will be elected
in accordance with Article V. Ex-officio
members shall be non-voting Board members. Any
Board member missing two (2) unexcused board
meetings may be removed from the Board upon a
majority vote of the Board of Directors. The
President shall rule on the validity of excused
absences. At any time should a member of the
Board of Directors be unable to complete his
term, the Board of Directors shall appoint a
replacement from the respective membership class
at the next board meeting for the balance of the
term in accordance with Article V.
The Board of Directors shall not
meet less than once a quarter and all meetings
shall be called in accordance with Article X. A
simple majority of the non-vacant seats of
operating members of the Board of Directors
shall constitute a quorum at all meetings. No
official action may be taken without a quorum
being present. Each voting member of the Board
of Directors is entitled to one vote.
ARTICLE V
Election of Board of Directors
Election of members of the Board
of Directors shall be at the annual meeting of
the Association.
At least thirty (30) days prior
to the annual meeting, the President shall
appoint a Nominating Committee and its chairman.
The Nominating Committee shall solicit a list of
nominations from the three operating member
classes to represent their class on the Board of
Directors. This committee shall present a slate
of operating board member nominees for the
forthcoming election. This nomination shall be
announced to the voting members not less than
fifteen (15) days prior to the opening day of
the annual meeting, except as noted in Article
XIII. Individual nominations to the board may
be made by any voting member at the time of the
election.
The Professional, Affiliate, and
Educational institution members classes of
membership shall each elect, by caucus, one
voting representative and the Governmental
Entities members shall elect, by caucus, two
voting representatives to the Board of Directors
with rights and privileges thereof.
The Board of Directors shall
serve for a term beginning July 1st
and ending June 30th of the following
year, except as stated in Article XIII.
Voting Certification:
Each member shall appoint
and certify in writing to the Secretary of the
Association its official classification as a
member and the name of its voting representative
and alternate. Such written certification shall
occur at least annually, no later than the day
prior to the Annual Meeting election.
Certification shall be validated by an official
of the member organization. An individual shall
be a voting representative or alternate for only
one member organization.
ARTICLE VI
Elections and Duties of Officers
The officers of the Association
shall be elected from the members of the newly
elected Board of Directors. A meeting of the
newly elected Board of Directors will convene
immediately following their election at which
time they will elect the officers for the coming
fiscal year. Election of officers shall be by
oral or written ballot. A majority of the votes
cast for an office shall be necessary for an
election. In the event a single candidate fails
to receive a majority on the first ballot, the
candidates receiving the highest number of votes
shall participate in a run-off election.
Newly elected officers and
members of the Board of Directors shall be
introduced to the membership prior to the
conclusion of the annual meeting.
Officers shall consist of a
President, Vice-President, Secretary and
Treaturer. All officers shall begin their new
term on July 1 and serve for one (1) year.
Officers, however, shall continue in office
until successors have taken office. All officers
are elgible for re-elections to no more than two
(2) successive terms. Election to fill an
unexpired term of office shall not constitute a
term. Officers may be removed in like manner as
appointed. The President and Vice-President
shall be elected only from Operating Members.
President:
The President shall preside at the meetings of
the Association and of the Board of Directors
and shall be an ex-officio member of all
committees.
The President
sha11 be responsible for the general supervision
and shall direct the management of the affairs
of the Association with guidance and the
cooperation of the Board of Directors, except
for variances of expenditures not budgeted or
over budget in which case Board’s approval is
required.
Vice-President:
The Vice-President shall act in the absence of
the President, and on behalf of the President on
all Association matters. In the absence of the
President at a Board of Directors meeting, the
Vice-President shall preside. The Vice-President
shall serve as chair of the TASC Annual
Conference Committee. If the President and
Vice-President are absent, the Board of
Directors shall select a presiding officer.
Secretary:
The Secretary shall be
responsible for minutes of all meetings and
shall make them available to interested parties.
The Secretary will ensure a record of all
affairs of the Association is kept. The
Secretary will retain the original version of
the By-laws and reissue them at such times as
they are officially amened. The Secretary is
also responsible for voting certification and
tabulation of all election ballots.
Treasurer:
The Treasurer is responsible for all Association
funds. The Treasurer shall monitor revenues and
expenses and shall present a financial report to
the board at each meeting and top the membership
at the annual meeting. With the approval of the
Board, the Treasurer shall ensure a certified
Public Accounting firm performs a financial
review submission to the Board within ninety
(90) days of the end of the fiscal year.
ARTICLE
VII
Administrative Staff
Staff may be selected by the
Board of Directors with duties as prescribed by
the Board. The staff shall continue to hold such
positions as the discretion of the Board.
ARTICLE VIII
Standing Committees
The Board of Directors shall have
full power to create, reorganize or dissolve
such standing committees as it deems necessary
and in accordance with such conditions as it may
prescribe.
The appointment of and membership
on standing committees and other committees
deemed necessary shall be made by the President,
subject to such action as may be taken by the
Board of Directors. At a minimum, the President
shall establish the following standing
committees:
Conference Committee
Executive Committee
Nominating Committee
Fund Raising Committee
The Executive Committee shall be
composed of the Officers of the Board.
ARTICLE XIX
Meeting
An annual meeting of the
Association shall be held at such time and at
such place as the Board of Directors may decide.
Each member shall be given reasonable notice
thereof.
Notices of all Board meetings
shall be given before the time of the meeting.
All such
Notices shall, as far as
practical, specify the business to be brought
before the attention of the meeting.
Roberts’ Rules of' Order shall
govern all meetings of the Association and the
Board of Directors except that the President is
permitted to make motions, to second motions,
and to vote on motions.
The Board of Directors may direct
the President to submit a question to the voting
members of the Association by mail ballot. A
reasonable time shall be given for the return of
the ballots and a simple majority of the votes
cast shall be decisive upon the question. An
amendment to the by-laws shall be amended in
accordance with Article XIII. The President
shall notify the Board of Directors at its next
meeting and the voting members of the
Association the results of any such mail ballot
as to the decision.
ARTICLE X
Financial Administration
Section 1: Authority
The Board of Directors shall direct
the management of the business, property and affairs
of the Association. The Board of Directors is
empowered to acquire, hold and own property and
capital assets. The Board of Directors shall have
the authority to retain staff resources as
necessary.
Sections 2: Dues and Fees
The Board of Directors shall have the
authority to levy, assess, charge, or collect
dues/fees from the membership. The Board of
Directors may adjust these dues in special
situations such as organized promotions and
membership drives. Ex-officio, non-voting members of
the Association will not be required to pay dues.
Members who shall become 60 days in
arrears in payment of fees or dues shall be
suspended and forfeit all rights and privileges of
the Association.
Section
3: Signature Authority
The Treasurer may sign all checks on
direction of the President. The President or the
Vice-President may also sign checks; however, the
Treasurer must approve such disbursements. Two
signatures are required on all checks exceeding $100
Section 4: Fiscal year
The Association’s fiscal year shall
be from July 1 to June 30. This shall govern
member’s dues and preparation of the annual
financial report.
ARTICLE XI
Withdrawal, Suspension and Expulsion of Members
Any member may withdraw from
membership by giving written notice to that effect
to the Secretary prior to the payment of dues for
the next Fiscal year.
A member may be suspended or expelled
from the Association by a two-thirds vote of the
entire Board of Directors for violation of the
by-laws and for non-conformance to current standards
of business ethics and practice. However, such
member shall be given an opportunity to be heard by
the Board. A suspended member may be reinstated by a
two-thirds vote of members present at a meeting of
the Board of Directors.
ARTICLE XII
Association Chapters
Operating members, with the
approval of the Board of Directors, may form a
chapter of the Association. Such chapters would
provide a forum for the exchange of experiences,
discussion and study of interests unique to a
specific interest group within the Association. With
the endorsement of the Board of Directors, a Chapter
shall have the right to develop and carry out an
agenda or activities. Chapters shall have the right
to establish by-laws, elect chapter officers and
conduct business as long as the Board of Directors
determines the chapter activities are in conformance
with the Association’s purposes.
ARTICLE XIII
Amendments
Any proposed amendment shall
first be submitted to the Board of Directors; if
approved by a majority vote of the voting members
present at a meeting of the Board, or by a majority
vote of the Board members by mail, the same shall be
submitted to the members of the Association. These
by-laws may be amended at an annual meeting or a
special called meeting of the Association by a
majority vote of the voting members of the
Association prior to the Association meeting. At
least thirty (30) days’ notice of the proposed
amendment shall be given.
If a by-law amendment changes
the Board of Directors composition or size, an
election shall be held immediately after the
adoption of the amendment to fill “new positions”
and nominations to fill these positions shall be
made from the floor. The Board members elected to
fill these new positions shall take office
immediately. However, offcers shall not change until
the next July 1 unless the creation of new positions
had resulted in the resignation of officers. In this
case the Board of Directors shall fill any such
vacancies immediately. |