By-laws of the Association for Public Transportation, Inc.

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Table of Contents

  • Article I. Name, Principal Office, Corporate Seal, Purposes and Fiscal Year
    • Section 1. Name
    • Section 2. Principal Office
    • Section 3. Corporate Seal
    • Section 4. Purposes
    • Section 5. Fiscal year
  • Article II. Membership
    • Section 1. Membership
    • Section 2. Suspension or Expulsion
    • Section 3. Resignation
    • Section 4. Dues
  • Article III. Meetings of Members
    • Section 1. Time and Place of Meetings
    • Section 2. Annual Meetings
    • Section 3. Special Meetings
    • Section 4. Notice of Meetings
    • Section 5. Quorum
    • Section 6. Voting and Proxies
    • Section 7. Presiding and Recording Officers
    • Section 8. Action by Consent
  • Article IV. Board of Directors
    • Section 1. Composition
    • Section 2. Election and Terms
    • Section 3. Powers
    • Section 4. Meetings and Notice
    • Section 5. Quorum and Voting
    • Section 6. Vacancy
    • Section 7. Resignation
    • Section 8. Removal
    • Section 9. Action by Consent
    • Section 10. Staff
    • Section 11. Committees
    • Section 12. Board Member Functions
  • Article V. Officers
    • Section 1. Designation
    • Section 2. Election
    • Section 3. President and Vice-President
    • Section 4. Treasurer
    • Section 5. Clerk
    • Section 6. Delegation of Power
    • Section 7. Vacancies
    • Section 8. Resignation
    • Section 9. Removal
  • Article VI. Personal Liability
  • Article VII. Amendments

(Revised through 12 June 1996)

ARTICLE I

Name, Principal Office, Corporate Seal, Purposes and Fiscal Year

Section 1. Name. The name of the corporation is the Association for Public Transportation, Inc.

Section 2. Principal Office. The principal place of the corporation in the Commonwealth shall initially be located at the place set forth on the form of the articles of organization. The Board of Directors may change the location of the principal office in the Commonwealth effective upon a certificate being filed with the State Secretary.

Section 3. Corporate Seal. The Board of Directors may adopt and alter the seal of the corporation.

Section 4. Purposes. The purpose of the Association for Public Transportation is to promote and support public transportation in all viable modes in Boston and its immediate surroundings for economic, environmental, safety, quality-of-life and equity reasons.

ARTICLE II

Membership

Section 1. Membership. The initial members of the corporation shall be all of the persons elected as Directors of the corporation by the sole incorporator. Thereafter any person who is familiar with the purposes of the corporation and shares its goals shall, subject only to the payment of the annual membership dues, if any, be added as a new member after giving notice to the Clerk of a desire to be a member of the corporation. Any person elected as a Director of the corporation shall automatically become a member upon payment of the annual dues, if any.

The Clerk shall keep a list of the names and addresses of all members of the corporation and such other records and information relating thereto as the Board of Directors shall determine.

Section 2. Suspension or Expulsion. Any member may be suspended or expelled at any time with or without cause at any meeting of the Board of Directors by vote of two-thirds of the entire number of Directors then in office.

Section 3. Resignation. Any member of the corporation may at any time resign as a member by delivering his or her resignation in writing to the President or Clerk of the corporation. Such resignation shall be effective upon receipt and acceptance thereof shall not be necessary to make effective unless it so states.

Section 4. Dues. Annual dues may be established as the Board of Directors determines. Any such dues shall be utilized only for the purposes set forth in the articles of organization of the corporation. Any member who has failed to pay his or her dues shall be automatically suspended from membership until payment is made.

ARTICLE III

Meetings of Members

Section 1. Time and place of Meetings. All meetings of the members shall be held at a suitable time and place within the Commonwealth of Massachusetts as determined by the Board of Directors.

Section 2. Annual Meetings. The annual meeting of the members shall be held each year between March 1 and May 31. If an annual meeting is not held on the date herein provided, a special meeting in lieu of the annual meeting may be held at a later date with all the force and effect of an annual meeting.

Section 3. Special Meetings. Special meetings of the members may be called by the President or by any three (3) members. The call shall state the purposes for which the proposed meeting is to held.

Section 4. Notice of Meetings. A written notice of each meeting of the members containing the place, date, hour and the purposes for which it is to be held shall be given to each member by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk by any other officer, at least two (2) days before the meeting by mailing such notice, postage prepaid and addressed to each member at his or her address as it appears in the records of the corporation, or by telephone. Notice of the meeting need not be given to a member if a written waiver of notice, executed before or after the meeting by such member or his or her authorized attorney, is filed with the records of the meeting.

Section 5. Quorum. At any meeting of the members five (5) members, present in person or represented by proxy, shall constitute a quorum. Though less than a quorum be present, any meeting of the corporation may without further notice to any member be adjourned to a different time and place. At any adjourned meeting at which a quorum shall be present, any business may be transacted which could be transacted at the original meeting. When a quorum is present at any meeting, a majority of the members present in person or represented by proxy shall decide any question brought before such meeting unless otherwise provided by law, by the articles of organization or by the By-Laws.

Section 6. Voting and Proxies. Each member shall have one vote to be executed in person or by proxy. Proxies must be in writing and filed with the secretary of the meeting before being voted. The person named in the proxy may vote at any adjournment of the meeting for which the proxy was given, but the proxy shall terminate after the adjournment of the meeting. No proxy dated more than six (6) months before the meeting named in it shall be valid.

Section 7. Presiding and Recording Officers. Meeting of the members shall be presided over by the President of the corporation or, in his or her absence, by the Vice-President, or in his or her absence, a person shall be chosen at the meeting to preside over the meeting. The Clerk of the corporation shall act as Secretary of the meeting, and in his or her absence, a Temporary Secretary shall be chosen at the meeting.

Section 8. Action by Consent. Any action to be taken by the members may be taken without a meeting if all of the members entitled to vote on the matter consent in writing to the action. The Clerk shall file the written consent with the records of the meetings of the members. Such consent shall be treated for all purposes as a vote at a meeting of the members at which a quorum was present.

ARTICLE IV

Board of Directors

Section 1. Composition. The Board of Directors shall consist of a number, not less than five (5) and not to exceed fifteen (15). A Director shall be a member of the corporation upon the payment of the annual membership dues, if any. Each director shall attend a minimum of eight of any twelve consecutive meetings, participate in one or more committees of the Association, and demonstrate ongoing, active participation in selected area(s) of responsibility.

Section 2. Election and Terms. Directors shall be elected by the members of the corporation at the annual meeting of the members. The Directors shall hold office until their successors are chosen and qualified.

Section 3. Powers. The affairs of the corporation shall be managed by the Board of Directors which shall have and may exercise all the powers of the corporation to effectuate the purposes of the corporation.

Section 4. Meetings and Notice. Meetings of the Board of Directors may be held within or without the Commonwealth of Massachusetts.

The annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of the members without call or notice.

Regular meetings of the Board of Directors may be held without call or notice at a time and place determined by the Board of Directors, provided that any Director who is absent when such determination is made shall be given written notice by the Clerk of the time and place of such regular meeting.

Special meetings of the Board of Directors may be called by the President or two (2) or more of the Directors then in office. Written notice of any special meeting shall be given by the Clerk to each Director (a) in person or by telegram sent to his or her business or home address at least twenty-four hours before such meeting or (b) mailed to his or her business or home address or his or her last known address at least seventy-two hours before such meeting. Notice of a meeting need not be given to any Director if he or she executes a written waiver of notice before or after the meeting or if he or she attends the meeting without protesting either prior thereto or at its commencement of the lack of notice to him or her.

A notice or waiver of notice of any meeting of the Board of Directors need not specify the purpose of the meeting.

Section 5. Quorum and Voting. Each Director shall have one vote which may only be exercised in person. The number of Director required to constitute a quorum at any meeting of the Board of Directors shall be a majority of the Directors then in office. Though less than a quorum be present, any meeting may without further notice be adjourned to a different time or place. At any adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the original meeting. If a quorum is present at any meeting, a majority of the Directors present may decide ant question unless otherwise provided by law, by the article of organization or by the By-Laws. Actions may be taken by general consent, provided, however, that any Director present may call for a vote on any such action.

Section 6. Vacancy. A vacancy in the Board of Directors may be filled by the remaining Directors then in office by the election of a successor to hold office for the unexpired term of the Director whose place is vacant and until his or her successor is chosen and qualified, provided, however, that the members have not previously filled such vacancy.

Section 7. Resignation. Any Director may at any time resign as a Director by delivering his or her resignation in writing to the corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 8. Removal. Any Director may be removed from his or her office at any time with or without cause at any meeting of the Board of Directors by a vote of two-thirds of the Directors then in office.

Section 9. Action by Consent. Any action to be taken by the Directors may be taken without a meeting if all of the Directors entitled to vote on the matter consent in writing to the action. The Clerk shall file the written consent with the records of the meeting of the Directors. Such consent shall be treated for all purposes as a vote at a meeting of the Board of Directors at which a quorum was present and voting.

Section 10. Staff. The Board of Directors may hire employees and independent contractors, including an Executive Director. The Board shall determine the duties, tenure, and compensation of any independent contractor, Executive Director, and senior staff.

Section 11. Committees. The Board of Directors may elect from their own number or otherwise, as it may determine, any committees or advisory boards, the number comprising any such committee or advisory board and the powers conferred upon the same to be determined by the Board of Directors unless otherwise provided by these By-Laws. Any committee to which powers of the Board of Directors are delegated shall be comprised solely of Directors.

All committees or advisory boards shall hold office until the next annual meeting after the appointment or election of such committees, unless otherwise determined by Board of Directors.

The President shall be an ex officio member of all committees.

Section 12. Board Member Functions. The following functions, to be further defined from time to time by the board, will be assumed by individual Board members: Public Information Committee, Operations Committee, Issues Committee, Outreach, Fund-raising, Media Committee, Newsletter board, Car-Free liaison, Membership.

ARTICLE V

Officers

Section 1. Designation. The officers of the corporation shall consist of a President, Treasurer, Clerk and such other officers as the Board of Directors may from time to time appoint. The Clerk shall be a resident of the Commonwealth of Massachusetts. A person may hold more than one office at the same time provided that the President and Clerk may not be the same person. If required by the Board of Directors, an officer shall give the corporation a bond for the faithful performance of his or her duties in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors.

Section 2. Election. The President, Treasurer and Clerk shall be elected by the Board of Directors at the annual meeting of the Board of Directors and shall hold office until their respective successors are chosen and qualified. All other officers shall be appointed by the Board of Directors at any time and shall hold office for such term as the Board of Directors may determine. Officers need not be members of the corporation.

Section 3. President and Vice-President. The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Board of Directors, exercise general supervision and control of the affairs of the corporation. The President shall have such further powers and duties as the Board of Directors shall determine.

The President, when present, shall preside at all meetings of the members and Board of Directors of the corporation. In his or her absence, a person shall be chosen at the meeting to preside over the meeting.

The Vice-President or Vice-Presidents shall have such powers and perform such duties as may be determined by the Board of Directors. The Vice-President, or first Vice-President if there is more than one Vice-President, shall have and may exercise the powers and duties of the President during the absence of the President or in the event of his or her inability to act.

Section 4. Treasurer. The Treasurer shall have, subject to the direction of the Board of Directors, general charge of the financial affairs of the corporation and shall keep full and accurate records thereof, which shall always be open to the inspection of the President or any Director. He or she shall submit an annual financial statement and such other statements as the President may require. He or she shall further render to the President and Directors, at the regular meetings of the Board of Directors, or whenever they may require it, a statement of the accounts of his or her transactions as Treasurer and of the financial condition of the corporation.

Section 5. Clerk. The Clerk shall record and maintain records of the proceedings of all meetings of the members and of the Board of Directors in books kept for the purpose. He or she shall notify the members and the Directors of all meetings in accordance with the By-Laws. If the Clerk is absent from any meeting of the meeting of the members or of the Board of Directors, a Temporary Clerk shall be chosen to exercise the duties of the Clerk at such meeting. The Clerk shall keep all of the records of the corporation not kept by the Treasurer.

Section 6. Delegation of Power. In case of the absence or disability of any officer of the corporation, or for any other reason deemed sufficient by a majority of the Board of Directors, the Board of Directors may delegate an officer’s powers or duties to any other officer.

Section 7. Vacancies. A vacancy in any office may be filled by the Board of Directors by the election of a successor to hold office for the unexpired term of the officer whose place is vacant and until his or her successor is chosen and qualified.

Section 8. Resignation. Any officer may at any time resign his or her office by delivering his or her resignation in writing to the corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 9. Removal. Any officer may be removed from his or her office with or without cause by vote of two-thirds of the Directors then in office at any meeting at which a quorum is present.

ARTICLE VI

Personal Liability

The Board of Directors shall have no power to bind the members of the corporation personally or to call them for the payment of any sum of money or any assessment whatever, except annual dues, if any. The members, Directors, and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.

ARTICLE VII

Amendments

The Board of Directors of the corporation may amend the By-Laws by a vote of a majority of the Directors then in office. A proposed amendment shall be discussed at a meeting of the Board for which notice of the proposed amendment shall have been given. The vote shall be taken at the next Board meeting for which notice of the proposed vote on the amendment shall have been given.