BY-LAWS
of the
Southern California Transit Advocates
(as amended August 9, 2008)
ARTICLE 1
Name
The legal name of the organization is SOUTHERN CALIFORNIA TRANSIT ADVOCATES INC. (to be known by, and hereinafter referred to as, the acronym SO.CA.TA) and incorporated as a non-profit corporation under the laws of the State of California.
ARTICLE 2
Purposes & Goals
SO.CA.TA is created as a forum to discuss issues; disseminate information; advocate, support and encourage all measures and policies deemed necessary for the creation of a truly adequate transit system chiefly throughout the five county Los Angeles Metropolitan region; and to monitor the maintenance of an efficient system for the people of the Los Angeles Metropolitan region for their present and future use.
ARTICLE 3
Officers and Directors
The Officers and Directors shall consist of the following:
Section 3.1. The Officers shall include the President, Vice-President, Corresponding Secretary, Recording Secretary and Treasurer, elected by the membership annually.
Section 3.2. The Directors shall consist of three (3) members elected by the membership annually. Directors shall not be considered Officers.
Section 3.3. The Officers and Directors shall constitute the Executive Board (hereinafter referred to as the "Board"). The Newsletter Editor and President Emeritus shall be ex-officio members of the Board.
Section 3.4. The duties and functions of the Officers shall be as follows:
3.4.1. The President shall preside over all meetings; be an ex-officio member of all committees, with the exception of the Election Committee; preside over Board meetings; and generally direct the affairs of SO.CA.TA under the supervision of the Board. In the event of the death or resignation of the President, the Vice-President shall become President for the remainder of the term.
3.4.2. The Vice-President, in the absence of the President, shall preside over meetings and exercise the executive responsibilities of the President as specified in Section 3.4.1 of the By-Laws, under the supervision of the Board.
3.4.3. The Recording Secretary shall be responsible for recording minutes of meetings and proceedings; shall report the minutes of the last meeting at each monthly meeting; and shall maintain said minutes in a Minute Book, which shall also contain copies of the By-Laws, a list of members in attendance at each meeting, a list of standing and special committees, and a copy of Robert's Rules of Order.
3.4.4. The Corresponding Secretary (also known as the Executive Secretary) shall conduct official correspondence for the organization as directed by the President or the Board; shall answer official letters; shall produce the agenda for the monthly general membership meetings, as required by Section 8.3 of the By-Laws; and shall preside over meetings when the President and Vice-President are absent.
3.4.5. The Treasurer shall be responsible for financial records and the financial activities for SO.CA.TA and maintain such records in the Treasurer's Book; shall collect and disburse funds as directed by applicable law, the By-Laws, the membership and the Board; shall report on the financial activities and financial bank status at monthly meetings; and shall submit a full report to the membership annually. There shall be no financial disclosures to non-members except as required by law. The Treasurer does not have the power to borrow money or issue funds or checks except as authorized by the membership or the Board.
3.4.6. The Board shall have the responsibility of meeting when necessary for the purpose of discussing actions and policy positions consistent with the purposes and goals of SO.CA.TA and to publicly promote those actions, policies and goals for SO.CA.TA. Board meetings shall be open to the general membership unless a specific meeting is designated as closed by the Board.
3.4.7. The Newsletter Editor shall be appointed by the Board and serve at its pleasure, and shall vote at Board meetings only to break a tie.
3.4.8. At its pleasure the Board shall confer emeritus status to a past President who no longer holds office. The title shall be held by only one individual at a time. The President Emeritus, in the absence of the Newsletter Editor, shall vote at Board meetings only to break a tie.
3.4.9. All work products of the Recording Secretary, the Corresponding Secretary and the Treasurer are the property of SO.CA.TA and shall be disposed of at the end of each person's service in that position as the Board sees fit.
3.4.10. An Archivist shall be appointed and shall serve at the pleasure of the Board.
3.4.11. The Recording Secretary, Corresponding Secretary, and Treasurer may delegate their responsibilities for the general membership meeting as needed, and may delegate their other duties with the approval of the Board.
3.4.12. The Newsletter Editor and President Emeritus shall vote to break ties only if they do not separately hold office as a Director or Officer.
3.4.13. All vacancies shall be filled by an immediate election at the next general membership meeting. Only those members who meet the eligibility requirements defined in Section 4.2 of the By-Laws may be thus elected.
3.4.14. When an Officer or Director misses three (3) consecutive general membership meetings, a letter of inquiry shall be sent. The response (or lack thereof) shall be considered by the Board. At the Board's discretion, the office may be declared vacant and filled by the process specified in Section 3.4.13 of the By-Laws.
ARTICLE 4
Nominations & Elections
Section 4.1. The Board shall appoint the Election Committee annually in November to supervise nominations, elections, and counting of votes; and to report results to the membership. The Election Committee shall be approved by a vote of the membership, and shall consist of three (3) members in good standing. No member of the Election Committee shall be a candidate while serving on the committee.
Section 4.2. At the November general membership meeting, the Election Committee shall supervise the process of nominating the candidates for Officers and three (3) Directors for the coming year. Members who are in good standing and who are not members of the Election Committee may make nominations. There shall be no separate nominating committee. Members in good standing who will have been members for twelve (12) months at the time of assuming office shall be eligible to be nominated for President, Vice-President, Corresponding Secretary, Recording Secretary or Treasurer. Members in good standing who will have been members for six (6) months at the time of assuming office shall be eligible to be nominated for Director. Any candidate must have attended four (4) of the scheduled membership meetings, at a minimum, in the previous six (6) months at the time of nomination.
Section 4.3. Election of Officers and Directors shall be held at the last general membership meeting of the year in December. Those elected shall serve from January 1st through December 31st of the following year.
Section 4.4. Elections shall be supervised by the Election Committee, and shall be by secret ballot.
4.4.1. Members in good standing shall be eligible to vote in elections and vote at meetings on organizational business.
4.4.2. Proxy and absentee voting shall not be allowed at any time.
4.4.3. In the event of a tie for any officer or director position, a runoff shall be held immediately between the candidates who tied. If the runoff also results in a tie, the current year's Board shall immediately vote to break the tie for the office.
4.4.4. Once the Election Committee commences counting the ballots, no further votes can be cast.
4.4.5. Results of each year's election shall be reported in the issue of the newsletter that immediately follows the election.
ARTICLE 5
Membership Requirements
A member of SO.CA.TA shall be, at a minimum, twelve (12) years of age. There shall be no citizenship requirement, nor shall there be any area residency requirement.
ARTICLE 6
Dues & Income
Section 6.1. The membership shall pay dues annually, as follows:
6.1.1. The annual membership dues shall be set by a two-thirds (2/3) vote of membership present, following one month's written notice of the vote to the general membership.
6.1.2. Membership dues for the current year shall be due and payable for renewing members at the first general membership meeting of the calendar year. Dues shall be pro-rated for members joining in the course of the calendar year, by a method authorized by a two-thirds (2/3) vote of the membership at the time of the vote required by Section 6.1.1 of the By-Laws.
6.1.3. The Board shall have the authority to waive regular membership dues for one year on a case-by-case basis with documentation of special circumstances.
Section 6.2. A member in good standing shall be a person who has paid the appropriate dues, or for whom the dues have been waived in accordance with Section 6.1.3 of the By-Laws.
Section 6.3. Members who are delinquent in paying annual dues shall not be considered in good standing and will not be eligible to cast votes on any motion, election or business requiring a membership vote.
ARTICLE 7
Fiscal Year
The Fiscal Year for SO.CA.TA shall commence on the first day, and end on the last day, of each calendar year.
ARTICLE 8
Meetlngs
Section 8.1. Regular general membership meetings for SO.CA.TA shall be held monthly. All such meetings shall be held in the Los Angeles Metropolitan area.
Section 8.2. Special general membership meetings may be called by a majority vote of the Board. The general membership may call a special general membership meeting by petition of a two-thirds (2/3) majority of the general membership. Notice shall be provided to all members of any such special meeting seven (7) days in advance of the meeting date and shall set forth the full agenda of the special meeting. No business that is not on the agenda may be considered at a special meeting.
Section 8.3. Minutes of the general membership and special general membership meetings, including a record of attendance, shall be made available to each member present at the next general membership meeting. The agenda for general membership meetings shall be prepared by the Corresponding Secretary.
Section 8.4. The By-Laws shall be the primary authority for the conduct of all meetings and business for SO.CA.TA. In matters not covered by the By-Laws, Robert's Rules of Order, Revised shall be the authority.
ARTICLE 9
Committees
Section 9.1. The President, with the approval of the Board or the general membership, shall appoint standing committees or special committees as needed. The President shall be an ex-officio member of all committees with the exception of the Election Committee.
Section 9.2. Committees have no inherent power or authority except those delegated to it by the By-Laws or a vote of the membership. Committees cannot act autonomously and independently of the main body of the organization. All committees are responsible to, and under the direction of and control of, the authority that created them. Committee reports shall be submitted at the monthly meetings by the chairpersons of those committees.
ARTICLE 10
Statements and Positions
Section 10.1. The positions and formal statements of SO.CA.TA shall be voted upon by a vote of the membership present at a regular meeting. Where feasible, issues to be debated shall be discussed at the previous month's meeting.
Section 10.2. Recognizing that issues are many times debated quickly with deadlines, the Board shall have authority in such circumstances to articulate a position on a transit issue and publish a position paper and/or articulate a public statement on behalf of SO.CA.TA, consistent with the purposes and goals of SO.CA.TA as stated in the By-Laws and in motions previously passed by the membership.
10.2.1. Prior to the publication of such a position paper and/or articulation of a public statement on behalf of SO.CA.TA, the President shall poll the Board to obtain a supporting vote for the record. A consensus of four (4) Board members shall be considered sufficient authority to take action under this section.
10.2.2. Any position paper published and/or public statement made on behalf of SO.CA.TA under this section shall be brought before the next monthly meeting for formal approval or ratification by the membership.
10.2.3. Within seven (7) calendar days after the issuance under this section of a position paper and/or public statement by the President and/or members of the Board, copies shall be made available to the membership.
Section 10.3. Officers and Directors may use their SO.CA.TA title of office when testifying before government agencies and private groups, in media written articles or on television, radio, or the Internet. Any such testimony or public statements by Officers and Directors must be consistent with the position papers, public statements and other formal positions approved by the membership.
10.3.1. Titles may be used when making personal statements only if it is clearly understood that the title is used "for identification purposes only".
ARTICLE 11
Quorum
Section 11.1. A general membership meeting quorum shall consist of five (5) members in good standing.
Section 11.2. A Board quorum shall consist of three (3) voting members, two (2) of which must be Officers.
Section 11.3. A committee quorum shall consist of the committee chairperson and one (1) additional committee member. Committee meetings may be conducted by telephone or online if time is of the essence.
ARTICLE 12
Amendments
These By-Laws may be amended or revised by the following process:
- a committee shall be appointed to review the By-Laws and make recommendations for amendments to the membership, which shall be reviewed by the Board and published in the next available issue of the newsletter;
- the recommendations shall be discussed at the next general membership meeting, and may be amended by the membership at that time;
- a summary of the recommendations, as amended, shall be published in the next issue of the newsletter; and
- the amended recommendations shall be subject to a ratification vote of two-thirds (2/3) of the membership present, but not less than five (5) members, at the next general membership meeting.
