BY-LAWS of the
1. Purposes: The purposes for which Corporation is formed are:
To serve as the networking, coordination, education, and management organization to further preservation, interpretation, promotion, and tourism development of the historic Staunton - Parkersburg Turnpike and the Staunton-Parkersburg Turnpike Byway and associated Backways.
Further purposes as contained in the articles of incorporation.
2.1 Members: Membership shall be open to any person or organization supporting the purposes of the corporation and who is accepted as provided for by the Board of Directors.
2.2 Dues: Membership dues and provisions may be set by
resolution of the Board of Directors.
Meetings of Members
3.1 Annual Meeting: The annual meeting of the members of the corporation shall be held during each fiscal year at a time and place to be determined by the Board of Directors.
3.2 Business of Annual Meeting: The business of the Annual Meeting shall include the rendering to the membership of the Directors’ annual report, and the transaction of such other business as may properly come before the meeting.
3.3 Special Meetings: Special meetings of the members may be held at any time upon the call of the President or a majority of the Executive Committee.
3.4 Notices: Written notice of the time and place of meetings of the members of the corporation shall be sent to all members not less than fourteen (14) days in advance of the date of such meeting.
3.5 Quorum: Two-third (2/3) of members present shall constitute a quorum for the transaction of business at any annual or special meeting of the corporation.
3.6 Voting: Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
3.7 Proxy: A member entitled to vote may vote in person or
may vote by proxy executed in writing by the member.
Board of Directors
4.1 Number: The property and affairs of the Corporation shall be managed by the Board of Directors consisting of at least fifteen (15) and not more than forty (40) Directors.
4.2 Election of Board: The Board shall be self-perpetuating, with election of new Directors confirmed by the sitting (outgoing) Board annually. Nominations for Directors will be solicited for each county along the Turnpike from a variety of sources including: County Commission, City & Town Councils, Tourism Organizations, Development Authority, Chamber of Commerce, Landmarks Commissions, Federal or State Agencies with related interests, tourism businesses, tourism attractions, historical organizations, and the membership of the SPTA. From those nominations, the board will elect at least two (if available) and no more than five Directors representing each county (up to the total board size). Directors need not be residents of the county they represent. The Board will assure that the composition of the Board so elected will fairly represent a wide variety of interests and stakeholders. Initially, the Board will be chosen by a committee composed of the active members of the informal collaborative organization which has been operating previously as the Staunton-Parkersburg Turnpike Alliance, and which this organization is replacing.
4.3 Term of Office: Each Director shall serve for a three-year term, with approximately 1/3 of the members up for reelection each year. The initial Directors chosen will be assigned 1, 2, or 3 year terms by the electing committee.
4.4 Vacancies: In the event of a vacancy occurring in the board of Directors, either by increase in the number thereof, or otherwise, the remaining Directors, by affirmative vote of a majority thereof expressed at a duly called meeting of the directors, may fill such vacancy until the next annual board meeting.
4.5 Removal: If a Director shall fail to perform their duties including attendance at meetings and other tasks as specified by the Board of Directors, they will be warned once of their lack of performance, and may then be removed as a Director by vote at a duly called meeting of the full Board.
4.6 Compensation: No compensation shall be paid by the corporation to the members of the Board of Directors for their services as such members, but they may be reimbursed for travel and actual expenses necessarily incurred by them in attending Board meetings and performing other duties on behalf of the corporation at the direction of the Board. Board members may be employed or contracted by member organizations. Any Director who wishes to perform paid service for this corporation may bid for such position without preference or prejudice, and if chosen will resign as a Director before beginning such paid service and for the duration of such service.
4.7 Board Meetings: The Board will hold an annual board meeting each year, prior to the annual members meeting. Business of this meeting will include election of Directors, election of officers, consideration of Bylaws changes, annual report, and other business of the organization. Additional regular and special meetings of the Board of Directors shall be held at such time and place as the Board or the chairman shall from time to time determine.
4.8 Notice: Written notice or notice by telephone or email of the time and place and, in the case of special meetings, the purpose of every meeting of the Board of Directors shall be given no less than seven (7) days prior to such meeting. The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him.
4.9 Quorum: Quorum for conducting election or removal of Directors and officers, Bylaws changes, and purchase or sale of real property shall be 1/2 of the Directors, including proxies. Quorum for other business shall be 1/3 of the Directors, including proxies.
4.10 Voting: Each member of the Board of Directors shall be entitled to one (1) vote on each matter submitted to a vote of the Directors.
4.11 Proxies: Proxies from Directors unable to attend a
meeting in person may be given either to a specific individual to vote as
they see fit, or specified for specific votes on agenda topics. Proxies may
be given either in writing, or by phone or email notification to a Board
Director or staff person in addition to the person exercising the proxy. In
the event of insufficient quorum for a needed vote, proxy votes may be
solicited from absent Directors after the fact, as long as all absent
Directors are given equal opportunity to cast votes.
5.1 Enumeration: The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time designate.
5.2 Election and Term of Office: The Officers of the Corporation shall be elected by the Directors from the Board of Directors at the initial organizational meeting of the Board and thereafter shall be elected by the Directors at each annual meeting of the Board of Directors of the corporation for the term of one (1) year but shall hold office until their successors are elected and have taken office. Any officer, however, may be removed at any time by the affirmative vote of a majority of the Board of Directors at any duly called regular or special meeting of the Board of Directors with notice of such proposed action.
5.3 Vacancies: A vacancy in any office occurring by reason of death, resignation, or otherwise shall be filled by the Board of Directors for the unexpired term thereof.
5.4 President: The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors, the Executive Committee (see Article 6.1), and the membership. The President shall have the general powers and duties of supervision and management which usually pertain to the office and shall perform such other duties as may be properly required by the Board of Directors or the Executive Committee.
5.5 Vice-President: The Vice-President shall have the duties from time to time delegated by the President or assigned by the Board of Directors or by the Executive Committee. In the absence or disability of the President, the Vice-President shall perform the duties and possess and exercise the powers of the President.
5.6 Secretary: The Secretary shall make or cause to be made a record of all meetings of the members of the Corporation, and the Board of Directors. The Secretary shall be responsible for the timely mailing or delivery of all notices of meetings of the Corporation and its Board and shall perform such other duties as usually pertain to the office or as are properly required by the President, Executive Committee and/or the Board of Directors.
5.7 Treasurer: The Treasurer shall receive, have custody of, and disburse the funds of the Corporation under the direction of the Board of Directors or the Executive Committee and shall maintain an accurate record of all such activities. The Treasurer shall deposit all funds in the name of the Corporation and shall report to the membership at the annual meeting. The Treasurer shall have authority to delegate these tasks to a responsible staff person or professional person or agency under his supervision. The Treasurer shall perform such other duties as usually pertain to the office or as are properly required by the President, Board of Directors or the Executive Committee.
5.8 Compensation: No officer shall receive compensation
from the Corporation for services performed in an official capacity, but
officers may be entitled to reimbursement for reasonable and necessary
expenses incurred in the performance of their official duties by authority
of the Board of Directors or the Executive Committee.
6.1 Executive Committee: There shall be an Executive Committee of at least five (5) and not more than ten (10) members consisting of the four (4) elected officers: President, Vice-President, Secretary, Treasurer, and one to six members of the Board of Directors elected by the Board of Directors. This Committee shall adopt its own rules with respect to procedure and shall meet at such times and places as may be deemed advisable. When the Board of Directors is not in session, the Executive Committee shall have the power and authority of the Board, and particularly shall have charge of the activities of this Corporation and direct supervision over its affairs and operation, provided, however, it shall be subject always to supervision and control by the Board of Directors. Unless directed otherwise by the Board, the Executive Committee shall have authority to make all types of decisions for the organization except those specified as requiring a 1/2 quorum of the Board of Directors, such decisions being reserved for the full Board of Directors.
6.2 Regional Committees: Any county or group of counties choosing to work together as a region may form a Regional Committee, composed of Board of Directors members representing that region as well as additional volunteers, in order to conduct Turnpike business within that region in furtherance of the purposes of the organization. Such committees may be authorized by the Executive Committee to conduct business and make decisions pertinant to that region, including working with the WV Department of Highways Byways organization on issues pertinant to that county or region. Such committees will keep the Executive Committee informed of its activities and actions. Decisions or actions by the Regional Committee which impact another region or the Turnpike as a whole are subject to review and approval by the Executive Committee. In the case of a disagreement between the Regional Committee and the Executive Committee, the disputed issue may be referred to the whole Board of Directors for a solution.
6.3 Committees: There shall be appointed by the President,
subject to ratification by the Executive Committee, the nominating committee
and such other committees as the Board may determine from time to time. No
committee, other than the Executive Committee, shall have the power to
obligate the Corporation in any manner unless such power is designated by
and with the approval of the Board of Directors or the Executive Committee.
7.1 Fiscal Year: The fiscal year of the Corporation shall be January 1 to December 31.
8.1 Dissolution: In the event of dissolution, all of the remaining assets and property of the corporation shall after necessary expenses thereof by distributed to such organizations with similar purposes as shall qualify under Section 501 (c) (3) of the Internal Revenue code of 1954, or corresponding provision of any future United States Internal Revenue Code and in accordance with sections 31-1-154 through 31-1-158 or subsequent corresponding provisions of the West Virginia Code, or as designated in the Articles of Incorporation.
Adoption and Amendments
9.1 Adoption of Bylaws: These Bylaws will be provisionally adopted by approval by a majority of a duly announced meeting of the active members of the informal collaborative organization which has been operating previously as the Staunton-Parkersburg Turnpike Alliance, and which this organization is replacing. This adoption, as originally approved or as amended, will be ratified by vote of the Board of Directors of the corporation, no less than three months, nor more than one year, after the initial election of such board.
9.2 Amendment of Bylaws: These by-laws may be amended or
repealed in whole or in part by the affirmative vote of a majority of the
Directors present and voting at any annual meeting of the Directors or at
any special meeting of the members provided that notice of such meeting
contains a statement that amendment of the by-laws will be proposed thereat.