By Laws - South Carolina Alliance To Fix Our Roads
(a) Officers of the Alliance;
(b) Any member or his designee who has met the minimum financial qualifications to serve on the Executive Committee.
(c) The Immediate Past Chairmen who are in good standing and have met Executive Committee dues requirements shall remain on the Executive Committee.
7.2 The Chairman. The Chairman shall preside at all meetings of the Executive Committee. In the absence or disability of the Chairman, the First Vice Chairman will assume responsibility to perform the duties and exercise the powers of the Chairman.
7.3 Duration of Appointment. Executive Committee membersí and officersí appointments are for one year. Officers may be reelected for more than one term.
7.4 Powers and Duties. The Executive Committee shall have the responsibility of transacting the Allianceís business between Board meetings, except those matters specifically reserved for the Board by these bylaws, with all powers necessary to the performance thereof, and such other duties and powers as the Board may designate. All actions of the Executive Committee shall be reported to the Board for ratification.
7.5 Vacancies. The Board shall fill any officerís vacancy from the Executive Committee.
ARTICLE VIII: MEETINGS
8.1 Membership Meetings. An annual Alliance membership meeting shall be held at such time and place as set by the Board, where the Board and Executive Committee and Officers shall be ratified and installed and other business shall be transacted. Special membership meetings may be called by the Board or upon written request of ten percent (10%) of the members.
(a) Robertís Rules of Order shall be the order by which business shall be conducted.
(b) Location of Member Meetings. Meetings of the members shall be held at a place that the Board selects.
(c) Notice of Member Meetings. Notice of the annual meeting or any special meeting, stating the place, date and hour, shall be distributed to each member not less than ten (10) days before the date of the meeting.
(d) Voting. Each member shall be entitled to one (1) vote on each matter submitted to a meeting of members.
(e) Quorum. A majority of the members represented in person or by mailed-in ballot shall constitute a quorum at all meetings of the members for the transaction of business except otherwise provided by statute, by the certificate of incorporation or by these bylaws. If however, such quorum shall not be present or represented at any meeting of the members, the members present in person or represented by mailed-in ballot shall have power by a majority vote to adjourn the meeting, without notice other than an announcement at the meeting.
8.2 Board Meetings. Board meetings shall be held at the place, date and hour set by the Board. The Chairman or four (4) or more directors may call other meetings of the board at any time.
(a) Board Meeting Notice. Notice of the regular meetings of the Board shall be distributed to each director, not less than ten (10) days before the date of the meeting.
(b) Voting. Each director shall be entitled to one (1) vote and voting rights of a director shall not be delegated to another nor exercised by proxy.
(c) Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any Board meeting; however a two-thirds (2/3) majority of those present is required for motions to pass.
8.3 Executive Committee Meetings. Meetings of the Executive Committee shall be held at the place, date and hour set by the Chairman. The Executive Committee shall meet as necessary or at the call of the Chairman that may set the place, date, and hour of other meetings.
(a) Meetings by Telephone. Any or all Executive Committee members may participate in an Executive Committee meeting by means of conference telephone or any other means of communication by which all persons participating by such means simultaneously hear each other and shall be considered to be present in person at such meeting.
(b) Voting. Each Executive Committee member shall be entitled to one (1) vote and voting rights of a committee member shall not be delegated to another nor exercised by proxy.
(c) Quorum. A majority of the number of committee members shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
ARTICLES IX: STANDING AND SPECIAL COMMITTEES
9.1. Standing Committee:
(a) Nominating Committee. The Chairman shall appoint the Nominating Committee from the Board of Directors. The committeeís purpose shall be to submit nominations for Alliance Officers and Directors.
9.2 Special Committees and Task Forces. The Chairman with the approval of the Executive Committee may create one or more special committees and/or task forces and appoint persons to serve.
ARTICLE X: ADMINISTRATION
10.1 Administration. The Executive Committee may employ and evaluate an individual or an entity to carry out the Alliance’s business. The chief staff person shall have the title of Executive Director. The Executive Committee shall specify the Executive Director’s terms of employment, which shall be at will. The Executive Director shall manage and direct all activities of the Alliance as prescribed in these bylaws and by the Executive Committee.
10.2 Staff. The Executive Director may employ, evaluate, and may terminate the employment of the members of staff necessary to carry on the work of the Alliance and fix their compensation with approval of Executive Committee. The Executive Director shall define staff duties, supervise performance, establish titles and, and delegate those responsibilities of management that shall, in the Executive Director’s judgment, be in the Alliance’s best interest.
ARTICLE XI: COMPENSATION
11.1 Directors, officers, and committee members, with the exception of the Executive Director who is designated Alliance Secretary, shall not receive compensation for their services; provided that directors, officers, and committee members are not precluded from serving the Alliance in any other capacity and receiving compensation.
ARTICLE XII: CORPORATE EARNINGS
12.1 The net earnings of the Alliance shall in no way inure to the benefit of any member, individual, or other corporation.
ARTICLE XIII: MISCELLANEOUS PROVISIONS
13.1 Special Corporate Acts. All contracts, deeds, documents, and other corporate instruments and all checks or demands for money and notes of the Alliance shall be signed by such officer or officers or such other person or persons as the Executive Committee may designate.
13.2 Corporate Seal. If it should become necessary for the Alliance to use a corporate seal, the corporate seal shall have inscribed thereon the name of the Corporation and the Words: “Corporate Seal, South Carolina.”
13.3 Adoption and Amendments. These bylaws may be altered, amended or repealed by a majority vote of the Board. Any notice of a meeting of the Directors at which bylaws are to be adopted, amended, or repealed shall include notice of such proposed action.
ARTICLE XIV: DISSOLUTION
14.1 Upon dissolution of the Alliance, the assets of the Alliance shall go to a non-profit organization to be determined by the Executive Committee.
Revised: January, 2013
AMENDED AND RESTATED BYLAWS OF
South Carolina Alliance to Fix Our Roads (SCFOR)
A South Carolina Nonprofit Corporation
ARTICLE I: THE CORPORATION
1.1 Name. The name of this Corporation is the SC Alliance to Fix Our Roads (SCFOR), a nonpartisan, nonprofit (IRS 501-C (6) corporation incorporated in and by the State of South Carolina.
1.2 Principal Office. The principal office of this Corporation shall be in Columbia, South Carolina and/or in such other South Carolina municipality as may be approved by the Board of Directors, hereafter Board.
ARTICLE II: MISSION AND PURPOSES
2.1 Mission Statement. The mission of this Alliance is to facilitate safe and efficient highway systems throughout South Carolina.
2.2 The purposes of the Alliance shall be:
(a)To foster and promote an adequate, safe and well-maintained highway transportation system throughout the State.
(b)To work in cooperation with officials at all levels of government, industry, private citizens and advocacy organizations to develop highway transportation systems that meet the needs of the general public, the business community and the State;
(c)To advocate adequate funding resources by Local, State and Federal Governments to develop and maintain a comprehensive highway transportation system which provides mobility, connectivity, congestion relief, economic development, safety and quality of life necessary to support South Carolina’s continued growth.
2.3 Goals. The goals of this Alliance are 1} to improve South Carolina’s highway system; 2} to enhance public and policy makers’ understanding of highway transportation issues; and 3} to define and communicate South Carolina’s highway system’s needs.
ARTICLE III: MEMBERSHIP
3.1 Members. Membership shall be open to persons, firms, corporations and other organizations that are interested in improving the South Carolina highway system.
3.2 Class of Membership: There shall be two primary member classes.
(a) Active Members: Dues paying members.
Member Designee: An Alliance member, be it an individual, corporation, or association may appoint on an
(b) Assembly of Highway Advocates: Any individual, corporation, association, appointed or elected official who through their work or influence has demonstrated an ongoing commitment to improving the highway systems in South Carolina and are appointed by the Board.
3.3 Annual dues. Any person or other entity eligible for membership under section 3.1 shall become a member in good standing by paying annual dues as prescribed in Article IV of these bylaws or as otherwise prescribed by the Board. Members are required to pay dues annually and in a timely manner
ARTICLE IV: DUES STRUCTURE
4.1 Membership dues shall be determined and payable in such manner as prescribed by the Board.
4.2 Minimum levels shall be determined for qualifying for participation on the Board and Executive Committee.
ARTICLE V: BOARD OF DIRECTORS
5.1 General Powers: The Board of Directors shall manage the affairs of the Alliance.
5.2 Members of the Board: The Board shall be composed of representatives from those entities that have met minimum financial responsibility as prescribed by the Board and shall be an active member in good standing with the Alliance as prescribed in Article III of these bylaws. Board members are expected to attend regular board meetings and participate in the Alliance’s goals and objectives. In addition, the Executive Committee may appoint up to three additional members to serve on the Board. These individuals do not have to meet the minimum financial requirements for participation on the Board. These individuals must be representatives of non-profit associations concerned with highway funding or non-highway related businesses and must be active members in good standing with the Alliance as prescribed in Article III of these By-Laws. These members shall serve terms of one year and may be reappointed for more than one term.
5.3 Election of Directors: Directors shall be elected from qualified nominees submitted by a Nominating Committee appointed by the Chairman of the Board. Directors shall be ratified at each annual meeting of the members, and shall hold office for one year or until their death, disability, or removal.
5.4 Development of Positions/Actions. The Board may develop positions on issues related to the Alliance’s mission. A two-thirds (2/3) majority of the Board must approve adoption of such positions/actions.
5.5 Quorum. At all Board meetings, a majority of the directors shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at any meeting at which there is a quorum may conduct business as a Board; however, any action requires a two-thirds (2/3) majority vote of those present.
5.6 Vacancies/Removals. The Board may, by affirmative vote of two-thirds (2/3) of the directors, remove any director for cause. Any director shall be automatically removed from the board upon absence fifty percent (50%) of the meetings unless just cause for the absence can be demonstrated to the board. Such members shall be given an opportunity to be heard by the Board of Directors prior to or at the next scheduled meeting of the Board. Board members shall be removed for non-payment of appropriate dues.
ARTICLE VI: OFFICERS
6.1 Officers. The Board shall choose the officers of the Alliance from those who meet the financial responsibilities to serve on the Executive Committee. Professional staff of trade associations may not serve as officers of the Alliance. Officers shall be a Chairman, First Vice Chairman, a Second Vice Chairman, and Treasurer. Officers shall serve terms of one year.
6.2 Vacancies. If the office of any officer becomes vacant for any reason, the Board shall fill the vacancy for the unexpired term of that office from the Executive Committee.
6.3 Powers and Duties. The officers of the Alliance shall have the following duties, with all powers necessary to the performance thereof, and such other duties and powers as the Board of Directors may designate.
Chairman. The Chairman shall preside at all meetings of the members, Board and Executive Committee; shall supervise the general and active management of the business of the Alliance; and shall see that all orders and resolutions of the Board are carried out.
First Vice Chairman. The First Vice Chairman shall, in the absence or disability of the Chairman, be designated to perform the duties and execute the powers of the Chairman.
Second Vice Chairman. Second Vice Chairman shall facilitate membership development and fulfill the duties of First Vice Chairman in his/her absence.
Treasurer. The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Alliance and shall have deposited all monies and other valuable effects in the name of and to the credit of the Alliance in such depositories as may be designated by the Board. The treasurer shall make a full report of the financial condition of the corporation at the annual meeting of the members and shall make such other reports as may be required by the Chairman or the Board.
Secretary: The Executive Director shall serve as secretary of the Corporation as a non-voting member of the organization.
ARTICLE VII: EXECUTIVE COMMITTEE
7.1 Election of Committee Members. The Executive Committee shall consist of the following committee members: