APTA: APTA BYLAWS

APTA's Mission Statement

To strengthen and improve public transportation, APTA serves and leads its diverse membership through advocacy, innovation, and information sharing.

As Revised Effective October 1, 1997; January 1, 2000 (Name Change); September 1, 2001 (Vice Chair Title Changes) November 1, 2005 (Vice Chair Title Change; Transit Board Members Consideration For First Vice Chair Position; Two Technical Changes)

ARTICLE 1 -Name and Location
ARTICLE II -Objectives
ARTICLE III -Membership
ARTICLE IV -Meetings
ARTICLE V -Dues, Fees, Withdrawal, Suspension, and Expulsion
ARTICLE VI -Voting
ARTICLE VII -Organization
ARTICLE VIII -Officers
ARTICLE IX -Duties of Officers
ARTICLE X -Board of Directors
ARTICLE XI -Elections
ARTICLE XII -Surety Bonds & Indemnification
ARTICLE XIII -Fiscal Year
ARTICLE XIV -Amendments
Index

ARTICLE I

Name and Location

The name of this organization shall be the "American Public Transportation Association" (hereafter called "Association").
Its main office shall be located in Washington, D. C., or at any other place designated by the Board of Directors. Additional offices may be established at other places by the Board of Directors.

ARTICLE II

Objectives

The objectives of this Association are:

To represent the public interest in improving public transit for all persons.
To represent the interests, common policies, requirements, and purposes of public transit.
To provide a medium for exchange of experiences, discussion, and comparative study of public transit affairs.
To promote research and investigation to the end of improving public transit.
To aid members in dealing with special issues.
To encourage cooperation among its members, their employees, and the general public.
To encourage compliance with the letter and spirit of equal opportunity principles.
To collect, compile, and make available to members data and information relative to public transit.
To assist in the training, education, and professional development of all persons involved in public transit.
To engage in any lawful activities which will serve the members and promote public transit.

ARTICLE III

Membership

A. ADMISSION TO MEMBERSHIP

Every applicant for membership shall make application to the President on a prescribed form which shall contain a certification that the applicant will abide by the Bylaws and will conform to such standards of business practice as may be adopted from time to time by the Association.
All applications for membership shall be presented for approval to the Board of Directors or the Executive Committee at the next regular meeting following receipt of the application, or by mail ballot.

B. CLASSES OF MEMBERS

All membership classes shall have the right to vote on Association matters and other such privileges and services as prescribed from time to time by the Board of Directors.

Membership in the Association shall be divided into classes, as follows:

Transit System Members: This class shall consist of (a) persons, firms or corporations, trustees or receivers, municipal or other governmental agencies, operating any form of organized public transit system within the boundaries of the United States of America or its territories and possessions, or the Commonwealth of Puerto Rico, or of Canada and Mexico, or (b) a new transit enterprise organized to operate a transit system not previously in existence within such boundaries, or (c) a person, firm or corporation organized to provide professional management services to such transit systems within such boundaries provided that management company membership shall not take the place of the transit system membership.
Business Members: This class shall consist of:
1. Manufacturers and Supplier Members: organizations engaged in supplying goods and services to the public transit industry.
2. Consultant Members: organizations providing professional consultation services to the public transit industry.
3. Publisher Members: organizations publishing periodicals relating to the public transit industry.
4. Contractor Members: organizations engaged in the construction of public transit facilities.

3. International Members: This class shall consist of persons, firms or corporations, trustees, or receivers, municipal or other governmental agencies, which would be eligible as transit system members but for the fact that they are located outside the boundaries of the United States of America or its territories and possessions, or of Canada and of Mexico and the Commonwealth of Puerto Rico.

4. Association Members: This class shall consist of state or sectional associations composed of or including public transit systems.

5. Non-Operating State Department of Transportation Members: This class shall consist of departments, bureaus, agencies, or commissions, duly created and recognized by the States or Provinces in which they are located, organized to deal with public transit and whose objectives are to plan, improve, or assist public transportation on a state or province-wide basis. Those departments of transportation whose functions are solely regulatory shall not be eligible for membership under this classification.

6. Government Agency Members: This class shall consist of agencies of local or regional levels of government having responsibility for the planning and/or development of agencies which are primarily responsible for operating transit systems.

7. Affiliates: This class shall consist of associated railroads, public interest groups, legislative representatives, publishers, universities, and other organizations with an interest in public transit.

8. Retirees: This class shall consist of transit professionals who have retired but want to maintain contact with the industry.

The Board of Directors may, in its discretion, revise the classes of membership as it deems necessary and appropriate, consistent with the Bylaws.

ARTICLE IV

Meetings

A. ANNUAL AND SPECIAL MEETINGS

An annual meeting of the Association shall be held at such place and at such time in each year as the Board of Directors may decide provided that each member is given reasonable notice thereof. Special meetings of the Association may be held upon the order of the Board of Directors.

Notice of special meetings shall be given by the President at least fifteen days before the time of the meeting and all such notices shall specify the business to be brought to the attention of the meeting. Fifty accredited representatives of voting members shall constitute a quorum at any meeting.

B. SPECIAL BALLOTING

Whenever, in the judgement of the Board of Directors or Executive Committee, it is advisable to submit any question to the membership for formal decision, without convening a special meeting for the purpose, the President may submit such question to the voting members of the Association by mail ballot. Thirty days shall be given for the return of the ballots and a majority of the votes of the Association, cast by plural voting in accordance with the provisions of Article VI, shall be decisive on any question thus submitted, except an amendment to these Bylaws. The President shall certify to the Board of Directors at its next meeting the result of any such mail ballot and shall notify the voting members of the Association of the decision reached.

C. ROBERT'S RULES

"Robert's Rules of Order," as revised, shall govern the conduct of all meetings of the Association and Board of Directors whenever specific provisions of the Bylaws are not applicable.

D. PRIVILEGE OF THE FLOOR

Privilege of the floor at meetings of the Association shall be governed by the provisions of these Bylaws but the presiding officer in his or her discretion may allow any person the courtesy of the floor.

E. ORDER OF BUSINESS AT MEMBERSHIP MEETING

The order of business at meetings of the Association shall be stated in advance of the meetings, and programs shall be prepared and made available to all delegates representing voting members prior to the time of said meeting.

F. EXECUTIVE SESSIONS

The Chair or Presiding Officer may, in his or her discretion, declare that the Board of Directors or Executive Committee shall go into Executive Session with only the voting members of those bodies in attendance.

ARTICLE V

Dues, Fees, Withdrawal, Suspension, and Expulsion

A. DUES SCHEDULE AND PAYMENT

The schedule and payment of membership dues shall be prescribed by the Board of Directors.

B. SPECIAL SITUATIONS

With respect to transit systems, or government agencies and State Departments of Transportation, which utilize the services of management firms, the dues of such properties shall be equal to those of individual transit systems. Individual transit systems which utilize the services of a management firm but are not members of the Association shall not be entitled to Association services. A governmental entity that provides funding and/or oversight to a transit system, but does not operate such system, may collectively pay dues for itself and on behalf of such system, in which case the entity and transit system will be treated as separate members.

C. FEES FOR SPECIAL SERVICES

The Executive Committee or President may fix such fees or charges as are just and reasonable for special services rendered by the Association.

D. ARREARS

To provide for those instances where a member becomes in arrears in the payment of fees or dues, the Executive Committee may establish such rules as are necessary for the suspension of a member, the forfeiture of the right to vote, and automatic expulsion.

E. WITHDRAWAL, SUSPENSION, AND EXPULSION

Any member may resign from membership by giving written notice to that effect to the President accompanied by the payment of dues and fees to the date of resignation.
Upon a two-thirds vote of the members present at a meeting of the Board of Directors, a member may be suspended or expelled from the Association for violation of these Bylaws, or for nonconformance to standards of business practice adopted in accordance with Article III, Section A of these Bylaws and provided that the member has been given an opportunity to be heard. An expelled member shall not be reinstated except by a two-thirds vote of the members present at a meeting of the Board of Directors, and then only upon furnishing satisfactory evidence to the Board of Directors of intention to abide by the Bylaws, including such standards of business practices as have been adopted by the Association.

ARTICLE VI

Voting

A. VOTING AUTHORITY -DESIGNATION

Each Member shall appoint and certify to the President a person to be its voting representative.

B. VIVA VOCE AND PLURAL VOTING

In ordinary Association procedures at annual or special meetings of the membership of the Association, viva voce voting may be used and each member shall be entitled to one vote. A member may vote by proxy executed in writing and duly delivered to and held by the member exercising such proxy. Any member entitled to vote at Association meetings may demand plural voting (either viva voce or by ballot) on any question, and in such case each voting member shall be entitled to one vote for each one hundred dollars ($100.00) or major fraction thereof, of last annual dues paid to the Association, with a minimum of one vote. Plural voting shall always be cast as a unit and shall always be used in balloting by mail.

ARTICLE VII

Organization

A. COMMITTEES

The Board of Directors is authorized and empowered to create, organize, reorganize, or dissolve, from time to time in its discretion and in accordance with such conditions as it may prescribe, standing committees of this Association.

B. COMMITTEE MEMBERSHIP

The appointment of and membership on committees shall be the responsibility of the Chair of the Board, subject to such action as may be taken from time to time by the Board of Directors.

C. AD HOC COMMITTEES

The establishment of and membership on ad hoc committees and task forces shall be the responsibility of the Chair of the Board.

ARTICLE VIII

Officers

A. ELECTIVE OFFICERS

The Association's elective officers shall be:
Chair of the Board
First Vice Chair of the Board
Secretary-Treasurer
Vice Chair - Government Affairs
Vice Chair - Human Resources
Vice Chair - Management & Finance
Vice Chair - Rail Transit
Vice Chair - Bus & Paratransit Operations
Vice Chair - Canadian Members
Vice Chair - Marketing & Communications
Vice Chair - Small Operations
Vice Chair - Transit Board Members
Vice Chair - Research & Technology
Vice Chair - Commuter and Intercity Rail
Vice Chair - State Affairs
Vice Chair - Business Members
Vice Chair - Business Member-At-Large

1. Eligibility

An officer or official of a Transit System Member shall be eligible to be elected to each elective office under this Article except for the positions of Vice Chair-Business Members and Vice Chair-Business Member-At-Large.

An officer or official of a Business Member shall be eligible to be elected to each elective office under this Article except for the positions of Chair, First Vice Chair, Vice Chair-Government Affairs, Vice Chair-Rail Transit, Vice Chair-Bus & Paratransit Operations, Vice Chair-Small Operations, Vice Chair-Commuter & Intercity Rail, Vice Chair-State Affairs, and Vice Chair-Transit Board Members.

B. ELECTIVE OFFICERS -TRANSIT SYSTEM AND BUSINESS MEMBERS

The Chair of the Board and the First Vice Chair of the Board shall be officials or officers of a Transit System Member in good standing; and shall be eligible to continue in office while serving as an officer or official of a Transit System Member. A candidate for the position of Chair or First Vice Chair shall have a minimum of one year experience on the Executive Committee. An official or officer for purposes of this Article shall be a transit board member, CEO or equivalent or other high level individual approved by their respective transit system Board or CEO.

The Secretary-Treasurer shall be an official or officer of a Transit System or Business Member in good standing. A candidate for the position of Secretary-Treasurer shall have a minimum of one year of experience on the Executive Committee.

The Vice Chair -Canadian Members shall be an official or officer of a Canadian Transit System or Canadian Business Member in good standing; and if elected, shall be eligible to continue in office while serving as an official or officer of a Canadian Transit System or Business Member.

The Vice Chair -Small Operations shall be an official or officer of a Transit System Member organization in good standing which operates no more than one hundred buses in any peak period; and if elected, shall be eligible to continue in office while serving as an official or officer of a Transit System Member.

The Vice Chair -Transit Board Members shall be a member of a board of a Transit System Member organization in good standing; and if elected, shall be eligible to continue in office while serving as a board member of a Transit System Member.

The Vice Chair -State Affairs shall be a State chief administrative officer or deputy chief administrative officer responsible for public transportation of a Member in good standing, or the chief executive of an Association Member in good standing.

The Vice Chairs for Government Affairs, Rail Transit, Commuter & Intercity Rail, and Bus & Paratransit Operations shall be officials or officers of Transit System Members in good standing; and if elected, shall be eligible to continue in office while serving as officers or officials of a Transit System Member.

The Business Member Vice Chairs. There shall be two Association Business elective officers, the Vice Chair - Business Members and the Vice Chair - Business Member-At-Large. Business Member officers in good standing shall be eligible for elective office and if elected shall be eligible to continue in office while serving as an official or officer of that Business Member.

The Vice Chairs for Management & Finance, Research & Technology, Human Resources, Marketing & Communications, Canadian Members, and the office of Secretary-Treasurer shall be officials or officers of Transit System or Business Members in good standing subject to the eligibility requirements for such Members in this Article.

C. TERM OF OFFICE

All elective officers will serve terms of one year. The term of elective office for the Chair of the Board and the First Vice Chair of the Board is limited to one year. The Secretary-Treasurer shall be eligible for election to a second and third one-year term, but after having served three successive terms, shall be ineligible for reelection to that office for a period of three years. The Vice Chairs shall be eligible for election for no more than three successive terms to the same office.

D. PRESIDENT

The President shall be appointed by, and shall hold office at the discretion of the Board of Directors. While holding such position he or she shall be the chief executive officer of the Association. Should the President serve under contract to the Association that contract shall be approved by a two-thirds vote of the Board of Directors.

E. OTHER OFFICERS

The Board of Directors may, in its discretion, appoint such other officers and invest them with such authority as it deems necessary.

ARTICLE IX

Duties of Officers

A. CHAIR OF THE BOARD

The Chair of the Board shall preside at the meetings of the Association and of the Board of Directors and of the Executive Committee and shall be an ex-officio member of all committees except the Nominating Committee. He or she shall appoint the members of all committees, and shall establish all ad hoc committees and task forces and appoint the members thereof. He or she shall perform such other duties as may be provided for in the Bylaws, or by vote of the Board of Directors or of the Association and shall at the Annual Meeting report to the membership on Association affairs occurring during his or her term.
In the absence of the Chair of the Board at a meeting of the Association or the Board of Directors or Executive Committee, the First Vice Chair of the Board, or in his or her absence one of the Vice Chairs, shall be selected by the Executive Committee to preside at that meeting.

B. FIRST VICE CHAIR OF THE BOARD

The First Vice Chair of the Board is empowered to act, in the absence or disability of the Chair of the Board, on behalf of the Chair of the Board, in all Association matters and shall be an ex-officio member of all committees except the Nominating Committee. If neither the Chair of the Board nor the First Vice Chair of the Board is able to act, one of the Vice Chairs to be selected by the Board shall perform the duties of the Chair of the Board during the period of the absence or disability of the Chair of the Board and the First Vice Chair of the Board. The First Vice Chair is responsible for the Association's efforts to ensure diversity throughout its services, programs and meetings and shall serve as the chair of the Diversity Council as established by the Board of Directors.

C. VICE CHAIRS

The Vice Chair for Management and Finance, the Vice Chair for Canadian Members, the Vice Chair for Government Affairs, the Vice Chair for Human Resources, the Vice Chair for Rail Transit, the Vice Chair for Bus and Paratransit Operations, the Vice Chair for Marketing & Communications, the Vice Chair for Business Members, the Vice Chair for Business Member-at-Large, the Vice Chair for Small Operations, the Vice Chair for Research and Technology, the Vice Chair for Commuter and Intercity Rail, the Vice Chair for State Affairs and the Vice Chair for Transit Board Members shall act in an advisory capacity to the Board of Directors, the President, and the Association committees in their respective areas of concern. They shall also report, from time to time, to the Board of Directors and Executive Committee regarding activities in their areas of interest.

D. PRESIDENT

The President shall be the chief executive officer of the Association and shall have general supervision and management of the affairs of the Association under the direction of the Chair of the Board and the Board of Directors. His or her entire time shall be devoted to the affairs of the Association unless otherwise authorized by the Board of Directors. His or her office shall be maintained at the headquarters of the Association.
The President or his or her designee shall attend all meetings of the Association and the Board of Directors and its Executive Committee and record the proceedings thereof. He or she shall be responsible for the collection and depositing in a bank approved by the Board of Directors, subject to the order of the Secretary-Treasurer, all money due the Association, reporting such deposit to the Secretary-Treasurer and the Vice Chair - Management and Finance and he or she shall be responsible for the accuracy of bills or vouchers on which money is to be paid.
He or she shall have charge of the books and accounts of the Association under the advice of the Secretary-Treasurer.
The President shall keep full records of the affairs of the Association and shall furnish the Board of Directors or its Executive Committee, from time to time, such statements as it may require. He or she shall be in responsible charge of all property of the Association except as otherwise herein provided. He or she shall have full authority to hire, discipline and/or discharge staff members, and organize staff members as necessary to carry out the mission of the organization. He or she shall perform such other duties as may be assigned to him or her by other provisions of the Bylaws or the Chair of the Board or the Board of Directors and its Executive Committee. The Board of Directors may authorize an alternate to act for and on behalf of the President.
The President shall have authority to approve and execute contracts with a monetary value established under policies of the Board of Directors, which shall also require the Board of Directors to approve any contracts in excess of that amount.
The President shall, with the help of the Secretary-Treasurer, First Vice Chair and Vice Chair - Management and Finance, prepare the annual business plan and budget to be submitted to the Executive Committee for approval.

E. SECRETARY-TREASURER

The Secretary-Treasurer shall have responsible charge under the direction of the Chair of the Board and Board of Directors of all funds and securities of the Association, and shall invest such funds as may be ordered by the Board of Directors and in such a manner as it may approve. The Secretary-Treasurer shall make an annual report and such other reports as may be prescribed by the Board of Directors.
The Secretary-Treasurer may appoint an Assistant Treasurer, subject to the approval of the Board of Directors, who thereupon may act in all matters for and on behalf of the Secretary-Treasurer.
The Secretary-Treasurer shall maintain and be in responsible charge of the minutes of all meetings of the Board of Directors and of the Executive Committee.

F. GENERAL COUNSEL

The General Counsel, if there be one, shall be the legal advisory officer of the Association. He or she shall report to the Board of Directors and the President and shall perform such duties as may be assigned to him or her by the Chair of the Board, the Board of Directors, or the President.

ARTICLE X

Board of Directors

A. GOVERNING BODY

The Governing Body of the Association shall be the Board of Directors, which shall have full power to do any and all things necessary or desirable in conducting the business of this Association, within the limitations provided in the Articles of Incorporation, and the Bylaws.

B. MEMBERSHIP OF THE BOARD OF DIRECTORS

The Board of Directors shall consist of the Chair of the Board, the First Vice Chair of the Board, the Immediate Past Chair, the Vice Chairs, the Secretary-Treasurer, the Designated Directors, the Regional Directors, the Business Member Directors, and the President.

The Immediate Past Chair shall be eligible to serve on the Board of Directors while serving as an official or officer of a Transit System Member or a Business Member. Each Transit System Member represented may have both a professional transit manager and a policy body official serve on the Board of Directors, but such Transit System Member shall be entitled to only one vote.
A member of the APTA Executive Committee shall not be eligible to also serve as a Regional Director.

C. REGIONAL DIRECTORS

For the purpose of ensuring representation to all modes and for the purpose of ensuring proper geographical representation in the selection of Directors representing Transit System and Business Members as hereinafter provided for in this section, the Association's membership shall be divided geographically into eight regions as follows:

REGION I Maine, Vermont, New Hampshire, Massachusetts, Connecticut, New York, Rhode Island

REGION II New Jersey, Pennsylvania, Delaware, Maryland, Virginia, West Virginia, Washington, D. C., North Carolina, South Carolina

REGION III Kentucky, Tennessee, Georgia, Florida, Alabama, Mississippi, Arkansas, Louisiana, Puerto Rico, U. S. Virgin Islands

REGION IV Minnesota, Wisconsin, Illinois, Indiana, Ohio, Michigan, North Dakota, South Dakota

REGION V Iowa, Missouri, Nebraska, Kansas, Oklahoma, Texas, Montana, Wyoming, Colorado, Utah, New Mexico

REGION VI Idaho, Nevada, Arizona, Washington, Oregon, California, Alaska, Hawaii

REGION VII Canada

REGION VIII Mexico

The Board of Directors shall have the power to adjust the boundaries of the several regions, from time to time, as experience may indicate to be advisable.

Regions I through VII shall each have Regional Directors from four of their transit system members and Region VIII shall have a Regional Director from one of its Transit System Members. Except for Region VIII, at least one Regional Director in each Region shall represent a small transit system and each Region shall also have one Business Member Regional Director. Regional Directors shall serve four-year terms. Designated member transit systems shall not be eligible to hold a Regional Directorship.

Of the four Regional Directors representing Transit System Members, two shall be directly elected by the transit system members in the region under procedures established by the Board of Directors or the Executive Committee.
The terms of office of the Regional Directors from Region I through VII representing transit systems shall be staggered so that one-fourth of the Regional Directors from those regions shall be elected each year.

D. DESIGNATED DIRECTORS

The twenty Transit System Members which pay the highest dues to the Association, and which include at least two Canadian Transit System Members, shall each be represented on the Board of Directors. Their representatives shall be called Designated Directors. Said dues shall be based on dues calculated for the Association fiscal year preceding the Director's election.

E. BUSINESS MEMBER DIRECTORS

There shall be at least seventeen (17) Business Members represented on the Board of Directors. The representation shall consist at least of the two required Vice Chair offices, and eight (8) Business Member Directors, each of whom shall be representatives of separate Business member organizations and seven (7) Business Member Directors, one from each of Regions I through VII. Except as provided below, Business Member Directors shall serve two year terms and the terms shall be staggered so that four Business Member Directors are elected each year. Regional Business Member Directors shall be elected to four (4) year terms.

F. HONORARY MEMBERS

All past Chairs and past Presidents of the Association, past Presidents of the American Transit Association and the Institute for Rapid Transit shall be honorary members of the Board of Directors and shall have the right to make or second motions and to participate in discussions.

G. VOTING

Voting members of the Board of Directors shall be the Chair of the Board, the First Vice Chair of the Board, the Immediate Past Chair, the Vice Chairs, the Secretary-Treasurer, the Designated Directors, the Regional Directors and the Business Member Directors. In no event shall a member be entitled to more than one vote at meetings of the Board of Directors.
Mail voting will be permitted on any issue which may properly come before the Board of Directors or Executive Committee at its meetings.
In no event will proxy voting be permitted.

H. INITIAL MEETING OF THE BOARD OF DIRECTORS AND THE FORMATION OF THE EXECUTIVE COMMITTEE

The Board of Directors shall meet not later than thirty (30) days after taking office. At the initial meeting of the Board of Directors and at the first meeting of each succeeding Board of Directors, there shall be constituted an Executive Committee to consist of the Chair of the Board, the First Vice Chair of the Board, the Vice Chairs, the Secretary-Treasurer, and the Immediate Past Chair of the Board.

The Immediate Past Chair of the Board shall be eligible to serve on the Executive Committee while serving as an official or officer of a Transit System Member or a Business Member. Such Executive Committee when so constituted may exercise all powers of the Board of Directors when the Board of Directors is not in session.
A majority of the members of the Executive Committee shall constitute both a quorum and a voting majority.

Meetings of the Executive Committee shall be held upon the call of the Chair as provided for in Section L of this Article, or upon the written request of any three members of the Executive Committee ten days prior to the requested meeting date.

I. VACANCIES

In the event of a vacancy in the office of Chair of the Board, the First Vice Chair of the Board shall serve out the remainder of the unexpired term as Chair; the Nominating Committee must select this person to stand for election as Chair of the Board at the next Annual Meeting unless there is a compelling reason that the person serving as Chair should not be nominated. A vacancy in the office of First Vice Chair of the Board shall be filled by the Executive Committee from among the members of the Board of Directors; the Nominating Committee must select this person to stand for election as Chair of the Board at the next Annual Meeting unless there is a compelling reason that the person serving as First Vice Chair should not be nominated.

In the event of a vacancy in the office of Immediate Past Chair of the Board, the person who most recently has served as Immediate Past Chair and who is an officer or official of a Transit System Member or a Business Member shall serve out the remainder of the unexpired term as Immediate Past Chair.

A vacancy in the office of Vice Chair - Business Members or Vice Chair - Business Member-at-Large shall be filled by the APTA Executive Committee at the direction of the APTA Business Member Board of Governors.

The Board of Directors shall have power to fill vacancies in all other offices and Directorships for the remainder of the unexpired terms of such offices.

J. MEETINGS

The Board of Directors shall hold not less than two meetings during the Association year, and shall hold such additional meetings as may be necessary on call of the Chair of the Board.

K. QUORUM: VOTING MAJORITY

A majority of the Board of Directors shall constitute a quorum. A voting majority shall constitute a majority of votes at any meeting where a quorum is present. In the event of a tie, or failure of a motion requiring two-thirds vote otherwise to carry, the Chair of the Board shall cast the deciding vote.

L. NOTICE: AGENDA

Ten days written notice shall be provided for meetings of both the Board of Directors and the Executive Committee; however, 48-hour telephone notice shall suffice when such circumstances so require. Such notice may be waived by a two-thirds vote of the relevant body.

Written notice should be accompanied by the agenda and by available and appropriate supporting information.

The annual budget must be forwarded to Directors ten days in advance of the meeting where it is offered for approval.
The agenda as forwarded shall be followed unless changed by a two-thirds vote of those in attendance.

M. RATIFICATION

If a meeting is held without a quorum present, the actions taken at such meeting will be deemed legal and binding the same as if a quorum were present, if the minutes are approved by the majority of the Board of Directors by a mail vote, or by a majority of those in attendance at the next subsequent meeting at which a quorum is present.

N. ADDITIONAL DUTIES OF DIRECTORS

In addition to their other duties, the Directors, when called upon by the Board of Directors, the Chair of the Board, the First Vice Chair of the Board, or the President, shall assist in obtaining consideration of and action by members on matters of common interest to the membership, and shall assist in the organization and conduct of such regional and other activities in which the Association may engage.

ARTICLE XI

Elections

A. SCHEDULE OF ELECTIONS

Unless otherwise provided for, election of officers and members of the Board of Directors shall be held at the Annual Meeting of the Association. Newly elected officers and members of the Board of Directors shall assume their duties immediately at the conclusion of the Annual Meeting at which they are elected. They shall continue in office until their successors have been elected.

B. NOMINATING COMMITTEE

At least 90 days but no earlier than 105 days prior to each Annual Meeting, the Chair of the Board, with the approval of the Executive Committee, shall appoint a Nominating Committee which shall conduct itself in accordance with guidelines which may be issued from time to time by the Board of Directors. It shall include a Chair, a member of the Diversity Council, eight Association Regional Directors -- one from each region, four Designated Directors, and five at-large officials or officers of Association members. The Nominating Committee must meet no sooner than 30 days after it is announced to the membership.

The immediate past Chair of the Association shall be an ex-officio member while serving as an official or officer of a Transit System Member or a Business Member. The Chair of the Board shall make every effort to constitute said Nominating Committee in accordance with guidelines which may from time to time be set by the Board of Directors.

The Nominating Committee shall choose the Business Member Directors and Vice Chair - Business Member-At-Large to be nominated and offered for election from a slate of nominees offered by the Business Member Board of Governors. The Nominating Committee shall select the Chair of the Business Member Board of Governors to serve as Vice President - Business Members.

The Nominating Committee shall nominate for election at the next Annual Meeting a Chair of the Board, a First Vice Chair of the Board, fourteen (14) Vice Chairs, and a Secretary-Treasurer, each to serve for a one-year term, and such Regional and Business Member Directors as shall be necessary to fill the Directorships expiring in that year.

The Nominating Committee shall nominate the First Vice Chair of the Board to stand for election as Chair of the Board at the next Annual Meeting unless there is a compelling reason that the person serving as First Vice Chair should not be nominated.

The Nominating Committee shall nominate the person chosen by the Small Operations Steering Committee to serve as Vice Chair for Small Operations.

Notwithstanding any other requirement of these Bylaws, the Nominating Committee is prohibited from nominating any member of the Nominating Committee for any elective office or the Board of Directors.

The Nominating Committee each year shall give every consideration to board members of APTA transit members for inclusion on the APTA Executive Committee and especially for the positions of First Vice Chair and Chair. If a transit board member has not served as APTA Chair in the previous two years, the Nominating Committee shall make every effort to nominate an eligible transit board member for the position of First Vice Chair.

The policy to be followed by the Nominating Committee in making recommendations for elective officers and the Board of Directors is to make every effort to seek nominees from APTA's committees and members and select from APTA members in good standing, persons who:

Have demonstrated their commitment to the Association and its objectives. Potential nominees shall submit a statement of qualification to the Nominating Committee, including any authorization as required by Article VIII B.

Represent all segments of the transit industry and all segments of the population at large. In this regard, nominees should reflect participation from small, medium, and large members; operators of buses and rail vehicles; and members from all geographic areas.

Will ensure effective participation from professional transit managers, transit policy board members and other members.

Will seek to involve effectively males, females, and individuals of all races in all the activities of the Association.

Will work to cause effective participation in the Association by both publicly and privately owned organizations.
Have experience to ensure continuity with the objectives, plans and programs of the Association.

Are qualified for the positions for which they are nominated.

C. ANNOUNCEMENT OF NOMINATIONS

The aforesaid nominations shall be announced to the voting members not less than thirty (30) days prior to the opening day of the Annual Meeting of the Association. Individual nominations to any of these positions may be made by any voting member at any time before the actual election.

D. ELECTION PROCEDURES

Election of officers at the Annual Meeting may be by viva voce vote, but if requested by any voting member, plural voting (either viva voce or by ballot) in accordance with the provisions of Article VI of these Bylaws, shall be used. In elections to office by mail ballot, plural voting shall always be used and balloting shall be closed thirty (30) days after the date upon which ballots are mailed to members. A majority of the votes cast shall be necessary for election to office.

ARTICLE XII

Surety Bonds & Indemnification

A. SURETY BONDS

The President, Secretary-Treasurer, Assistant Treasurer, Vice Chair - Management and Finance, and any other officer or employee handling or having access to the funds or securities of this Association shall be bonded at the expense of the Association, in such amount, and with such sureties, as the Board of Directors may from time to time prescribe.

B. INDEMNIFICATION

The Board of Directors shall have in place a written policy on indemnification of officers, Directors and employees.

ARTICLE XIII

Fiscal Year

The fiscal year shall begin on July 1 of each year and terminate on June 30 of each year unless otherwise prescribed by the Board of Directors.

ARTICLE XIV

Amendments

Any proposed amendment shall first be submitted to the Board of Directors and if approved by a two-thirds vote of the voting members present at a meeting of the Board, or by a two-thirds vote of its members by mail, shall then be submitted to the members of the Association.
After approval by the Board of Directors in accordance with this Article, these Bylaws may be amended at an Annual Meeting or special meeting of the Association by a two-thirds vote of the voting members present, or in a mail ballot by a two-thirds vote of the voting members of the Association. The voting shall be in accordance with Article VI of these Bylaws.
If submitted to the members of the Association at a meeting, at least thirty (30) days' notice of the proposed amendment shall be given.

INDEX

ARTICLE I Name and Location

A. Name

B. Location

ARTICLE II Objectives