SOUTH COAST BIKEWAY ALLIANCE BYLAWS
1. Name, Legal Status, Duration
The name of the organization is South Coast Bikeway Alliance (SCBA) which shall be incorporated as a non-profit corporation under the laws of the Commonwealth of Massachusetts. The period of its duration is perpetual.
2. Purpose and Activities
A. The South Coast Bikeway Alliance’s mission is to work with local leaders and organizations to build a network of bikeways along the South Coast region to promote active transportation and recreation. The network of bikeways is further defined as The South Coast Bikeway as planned by SRPEDD and connecting bike routes.
B. The organizations whom SCBA works with are further defined as
a. Community Partners: the pathway committees in the towns and cities connected by the South Coast Bikeway. Per the Southeastern Regional Planning and Economic Development District (SRPEDD) South Coast Bikeway plan these are Towns and Cities which are responsible for implementing plans to build the bikeway within their town borders.
b. Planning Partners: the organizations of regional institutions, including pathway committees outside the south coast region, who recognize the economic, health, transportation, recreation and environmental benefits of a completed bike path and who want to support the completion of it.
c. Technical Advisors: the commercial and non-commercial entities which can provide expertise in issues associated with bike path development.
d. Sponsors: Corporations, non-profits, and individuals who provide significant resources in return for public recognition of their contribution.
1. The activities of the SCBA are planning, public relations, advocacy, fundraising and events to
a. materially assist the communities responsible for implementing the Bikeway plan.
b. build the political will to provide public resources necessary to make significant infrastructure investments in the bikeway.
2. The Committee’s activities are characterized in focus areas called “the four E’s” of successful bicycle policy planning: Engineering, Education, Encouragement and Enforcement. This characterization aligns our work with the work of similar organizations elsewhere in Massachusetts and the United States.
a. Engineering: activities to further the physical planning and construction of the bikeway
i. Coordinate the bikeway connections at borders between communities on the Bikeway route.
ii. Share information about procedures and issues that arise in each. town during the bikeway development process. (Lessons learned regarding rails with trails, bike path water crossings, etc.)
iii. Develop funding sources for design work and construction.
iv. Develop interim on-road routes that will serve accomplished on-road cyclists and increase awareness of the official proposed route.
v. Provide accessories such as signs, maps, bike racks, benches to enhance the experience of using the bikeway.
b. Education: Develop a program of bicycling related materials and activities in order to develop wide support for the bikeway initiative in the South Coast region.
i. Public relations program about the bikeway project
ii. Bike Safety and Effective Cycling educational programs
iii. Advocacy for bicycle and pedestrian facilities and accommodations at all levels of government.
a) Identify projects in the pipeline and verify that these projects are properly accommodating bicycle transportation.
b) Lobby our state elected officials by attending office hours, writing letters and visiting the state house.
c) Write letters in support/disapproval of national legislation.
d) Support local bike committees, and bicycle related roads initiatives in each community.
c. Encouragement: Organize regional bike events and assist in planning and execution of local events in order to
i. promote awareness of bicycling, walking and physical fitness.
ii. increase the numbers of Planning Partners, Technical Advisors and individuals associated with the project.
iii. increase the numbers of accomplished bicyclists and regular users of the improved infrastructure.
d. Enforcement: work with local and regional public safety departments to generate awareness of laws and practices associated with bicycling: helmet wearing, on road bicycling according the rules of the road, and on sidewalk/bike path riding according to the safety requirements of bicyclists and pedestrians.
Membership in the SCBA is drawn from a constituency of individuals and organizations that want to see the completion of the South Coast Bikeway. Organizations are characterized as Community Partners, Planning Partners , Technical Advisors and Sponsors per Section 2 above. Technical Advisors and Sponsors may be nominated to the SCBA by any Steering Committee member. They are accepted into the membership by vote of the Steering Committee. Individuals may join South Coast Bikeway Alliance without affiliation to any organization by signing any official email or on-line contact form. Membership will be confirmed by email response. Membership lists are maintained as an email database. Membership fees may be voted by the Steering Committee to assist in defraying administrative costs of the SCBA work.
· Community Partners: Fall River, Westport, Dartmouth, New Bedford, Fairhaven, Mattapoisett, Marion, Wareham, Swansea, Somerset
· Planning Partners: Voices for a Healthy SouthCoast, Mass in Motion Fall River, Mass in Motion New Bedford, UMass Dartmouth, Carver Bike Path Committee
· Technical Advisors: SRPEDD, Narragansett Bay Wheelmen,
· Sponsors: YMCA Southcoast, SouthCoast Hospital Group
4. Organization of the Steering Committee
The Steering Committee is composed of one representative and one alternate from each Community Partner, and one representative plus one alternate from each Planning Partner.
The primary responsibility of the Steering Committee is to represent their town and organization in all SCBA decisions pertaining to a) planning of the South Coast Bikeway, 2) generating support for South Coast Bikeway. Any decisions that affect the implementation of Bikeway planning shall be addressed in Section 5 (Voting)
The number of members constituting the entire voting Steering Committee shall be no more than 20 and no less than 10. A quorum is as specified in Section 5 (Voting) below.
Responsibilities of the Steering Committee
Steering Committee Members are expected to dedicate time and effort, and contacts to realize SCBA’s mission. Each should be willing to be a regular and active participant in at least one committee.
· Identify and pursue actions required to realize the mission of SCBA
A. approve expenditures of funds ( see Section 5 Official Actions; “Voting” for approval of funding that will directly impact the design and construction of the Bikeway in any particular community)
B. vote to add new Planning Partners to the Steering Committee and new Technical Advisors and Sponsors to the membership.
C. develop short term, and long term plans toward pursuit of the organizational mission and purpose.
D. establish new subcommittees and approve each subcommittee’s mission and action plan.
E. develop plans for interim on-road routes, as well as signage, maps and accessories and the like.
· Provide guidance for public relations materials and events planning
· Maintain a roster of Members including contact information
· Ensure up-to-date records of membership and activities
· Evaluate the progress of the Committee in pursuing its mission
· Manage business affairs of SCBA
A. Approval of the annual organizational budget.
B. Maintenance of corporate records, including these bylaws, and ensures all reporting obligations are met, including state incorporation requirements and federal reporting requirements. Specifically, the Steering Committee shall be vigilant of its status with IRS and Massachusetts Secretary of State.
· Advise the Community Partners in “Matters of Implementation”:
A. Expenditures that may materially affect implementation of the Bikeway Plan
B. Actions that materially affects the approved South Coast Bikeway plan as developed by SRPEDD.
Qualifications of Steering Committee Members
· A Steering Committee Member must be an appointed representative of a Community Partner or Planning Partner organization duly authorized to speak for the organization they represent.
· When members of the Steering Committees are not present for a meeting and a vote is taken, the Alternate is authorized to vote in place of the member.
· The alternate shall assume the responsibilities of representing their organization in the event of a member resigning or ceasing participation in the SCBA.
· The Steering Committee may choose to fill a vacant Alternate position with any qualified individual of a Partner organization.
Conflict of Interest
· Each Steering Committee Member shall consider that his or her primary allegiance in the conduct of SCBA business is to SCBA. If the Committee Member’s membership in any other organization would affect his or her judgment on any item before the Committee, the Committee Member shall declare that membership and refrain from voting on that item.
5. Official Actions
The SCBA exists to coordinate activities of our Community Partners, Planning Partners, Technical Advisers, and Sponsors to support the bike path related activities of these organizations, and to independently engage in projects that will assist in completion of the Bikeway. The Steering Committee, sub committees, advisers, and volunteers conduct the work and decisions of the organization. Voting members are Steering Committee Members who are appointed representatives of Community Partner and Planning Partner organizations.
Consensus is the means of determining actions to be taken by the Steering Committee. These bylaws may specify alternative criteria for making decisions when consensus is not possible.
Votes taken by the Steering Committee or may not oppose the formalized policy of any Community Partner or Planning Partner.
Within the Steering Committee each Community Partner and Planning Partner as listed above will have one vote except when an item to be voted has been determined a “Matter of Implementation.” “Matters of Implementation” shall be subject to a vote of Community Partners only.
A “Matter of Implementation” is defined as
a) a funding issue that will directly affect the design or construction of any portion of the bikeway.
b) a route change to the designated South Coast Bikeway route as planned by SRPEDD
c) any other impact recognized by the Committee as materially affecting implementation.
To designate an issue a “Matter of Implementation,” a Planning Partner shall make a motion to consider the issue a “Matter of Implementation.” A simple majority vote is required for the motion to carry. Subsequently a vote will be taken on the Matter of Implementation by Community Partners only and each Community Partner will have one vote. A 2/3 majority is required for approval of any Matter of Implementation.
Technical Advisers, and Sponsors have voting privileges at the annual meeting or at special meetings.
Unaffiliated individuals will have voting rights at Annual Meetings and Special Meetings only if they have attended or volunteered at 3 SCBA meetings and/or events.
Decision making will, to the greatest extent possible, be by consensus building. Approval for any action by Steering committee will require a 2/3 majority of those in attendance.
A Quorum for the Steering Committee shall be seven members.
Alternates as defined above are granted voting privileges when regular representatives are not in attendance.
Removal / Reinstatement / Resignation
· A Steering Committee Member or officer is automatically removed from the Committee following three consecutive unexcused absences.
· A Steering Committee Member or officer may be removed for cause by a member’s motion with a two-thirds vote at a Steering Committee meeting.
· A Steering Committee Member or Officer may resign upon written notice to the Committee. The resignation should state the effective date of the resignation.
Officers of the SCBA shall be nominated from the membership of the Steering Committee and elected by the general membership at the annual meeting. The Officers are President, Vice President, Secretary and Treasurer. The President shall be a Community Partner representative.
Duties of the President
· Facilitate Steering Committee meetings and approve agenda
· Regularly communicate with committees and Committee Members and receive reports for the Committee.
· Ensure notice of meeting is sent in accordance with bylaws.
· Ensure Steering Committee Meetings are conducted as described in these bylaws.
· With approval of the Steering Committee, complete and sign paperwork on behalf of the Steering Committee, unless such duties are delegated to another individual.
· Take responsibility of any other duty of the organization when required in an emergency.
· Has fiduciary powers when the Treasurer is unable to perform duties listed below.
Duties of the Vice President
· Support the duties and functions of the President. Vice President will act as President when the President is unable to perform the duties as listed above.
Duties of the Secretary
· Send notice of meeting with agenda to all Steering Committee Members, Guests, and Advisors
· Take minutes at Steering Committee Meetings and General meetings
· Document attendance, minutes, and records
· Prepare ballot for the Annual General Meeting election
· Distribute meeting agendas
Duties of the Treasurer
· Has custody of all funds of SCBA
· Keep complete and accurate accounts of receipts and disbursements of SCBA funds
· Deposit all monies of SCBA
· Must exhibit the books and accounts to any Steering Committee Member
· File appropriate tax return for the organization or coordinate with outside party for annual submittal to IRS
· Create a Treasury Report for the annual meeting
· Any Steering Committee Member may provide nominees for open Officer positions.
Terms of Office
· Officers are elected to hold office for a one year term. An Office Holder may not be elected to hold office for more than three consecutive elected terms.
· Officers are elected by the general membership at the Annual meeting from the candidates provided by the Nominating Committee and/or from the floor.
· Voting for contested positions is by secret ballot; a member may vote for as many candidates as there are open positions.
Communications among Steering Committee Members are confidential. Decisions made by the Steering Committee and any official communication or documents are open to scrutiny by any member.
7. Sub Committees
The Steering Committee may designate one or more Sub Committees. At the time of designation the primary purpose of the Sub Committee shall be stated. Meeting of such committees may be held without notice. Regular minutes of the proceedings shall be kept and made available to the Steering Committee on request.
Prior to conducting any public business in the name of the South Coast Bikeway Alliance the Sub Committees shall prepare a mission statement and action plan and obtain approval of both by the Steering Committee.
· All members of a committee must be notified of that committee’s meetings.
· Any member may participate in committee discussions and work.
· The committee chairperson (or designee) regularly reports on the committee’s activities to the Steering Committee or President.
· Steering Committee Meetings held each month at a location to be announced. Votes will be taken according to the responsibilities and quorums as set forth above.
· Meeting notices may be given via email, fax, posting on the website or by personal delivery and should be posted according to the host town’s and/or open meeting law requirements as appropriate.
· If no quorum is present then no formal votes may be taken. Notes of discussions or presentations must be presented at the following meeting at which a quorum is present.
· The President conducts the meeting to ensure the respectful use of members’ time.
· Decisions will be made through a consensus-building process.
· Annual Meetings of the membership are called by the Steering Committee once a year. The Secretary will notify the membership of the meeting at least seven days in advance.
· The Annual Meeting of SCBA will be in April of each year at a time and location designated by the Steering Committee.
· All decisions at the annual meeting are by simple majority.
· All Steering Committee Meetings are open to the general membership. All Steering Committee Members must be given notice of the meeting. Each Steering Committee Member must notify an officer if he or she is unable to attend the meeting and the alternate cannot attend the meeting.
· A meeting is defined as any teleconference, live on-line meeting or physical gathering of Steering Committee Members, or combination thereof. The bylaws concerning proper notification, quorum and conduct apply to any meeting regardless of its format.
· A closed session may be called to discuss sensitive issues but no vote can be made at a closed session.
9. Financial Management
· The Steering Committee is responsible for the financial management of SCBA and the Treasurer oversees this responsibility.
· No members shall receive compensation for their service. Members may be reimbursed for out of pocket expenses associated with printing, copying, event refreshments, and similar items associated with Committee business, when receipts are provided to the Treasurer and the expenditures are approved by the Steering Committee.
· In the event that SCBA achieves tax free purchasing status, all transactions will be consistent with tax free status.
· No part of net earnings of the corporation shall benefit the members and officers of SCBA.
· All SCBA funds shall be deposited in an insured financial institution. Payments shall be made by check or debit card. The Treasurer, President shall have access to the accounts.
· The fiscal year of SCBA is the same as the calendar year and will end on December 31.
10. Priority of Bylaws
When they conflict, the articles of incorporation and other pertinent documents must be amended to conform to the provisions of these bylaws.
11. Amendment of Bylaws
Amendment of bylaws requires approval of two-thirds of Steering Committee. The Secretary ensures that the following are maintained in the corporate records book:
· A copy of the original bylaws with a list of amendments or revisions and their dates of adoption.
· An edited copy with amendments integrated into the appropriate sections.
12. Dissolution of Organization
Upon dissolution of the Corporation, the assets of the Corporation shall be distributed exclusively to charitable organization which would qualify under the provisions of Section 501(c)(3)of the Internal Revenue Code.
I hereby certify that the foregoing is a true, complete and correct copy of the bylaws of SCBA, a Massachusetts non-profit corporation, in effect on the date hereof.
In witness whereof, we hereunto set our hand, this eleventh day of September, 2013
Title Vice President____________________