By-Laws

Article I - Name & Location

1. The name of this organization shall be the "Dakota Transit Association."
2. The DTA's office address shall be that of the president of the Board or any other place designated by the Board of Directors.

Article II - Purposes

1. Encourage cooperation among members in dealing with public transportation issues.
   1. Provide a medium for the exchange of ideas, information and experiences.
   2. Collect, compile and make available to members, comparative data and information relative to public transportation in North and South Dakota.
   3. Promote training for the Associations members through joint development sponsorship and implementation of workshops, seminars, courses, employee exchanges and etc.
   4. Provide a forum for the voluntary discussion of mutual and individual members problems.
   5. Facilitate the establishment of more suitable types of insurance coverage.
   6. Further enable transit operators to provide safe, adequate and cost effective transportation through operating programs such as insurance and purchasing.
2. Represent to the general public the importance of public transportation.
   1. Encourage the use and improvement of public transportation systems in North and South Dakota.
   2. Keep the citizens of North and South Dakota informed on project plans and progress.
   3. Solicit public input on select issues affecting public transportation in North and South Dakota.
3. Advise and counsel both executive and legislative branches of local, state and federal governments on public transportation issues.
   1. Study and make recommendations on the design and improvement of legislative and regulatory provisions under which public transportation systems operate with a view of assuring the efficiency and effectiveness of operations.
   2. Keep elected and appointed representatives informed on the importance of public transportation in North and South Dakota such as transportation problems and its progress.
   3. Formally represent the collective interests and goals of Association members.
4. This corporation is organized exclusively for charitable, education, or scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

Article III - Membership

1. Membership classes are as follows:
   1. Regular Membership - composed of any governmental agency that provides transportation service and/or non-profit specialized transportation providers.
   2. Associate Membership - composed of any governmental or professional agency that is indirectly involved with public transportation and any commercial public transportation agency or other individuals interested in public transit.
2. Admission can be accomplished as follows:
   1. Every applicant for Association membership shall make application to the Treasurer in writing, enclosing payment for the dues effective to the end of the Associations current fiscal year.
3. Membership suspension and reinstatement:
   1. Members shall automatically be suspended from the Association when dues are not paid for a period of more than six months.
   2. Any suspended member can be reinstated upon request to the Treasurer and upon payment of the current dues.

Article IV - Voting Privileges

1. Voting privileges by membership class shall be as follows:
   1. Regular Membership - Only regular members shall be entitled to vote at any election or on any motion. Each member, when in good standing, shall be entitled to only one vote. Transit providers may be represented by more than one person, but shall be limited to only one vote per transit system. Each regular member shall designate a voting representative to the Secretary of the Association before any DTA meeting.
   2. Associate Membership shall have no voting privileges.
2. Voting Procedures shall be as follows:
   1. Issues to be voted upon by regular members, can be presented at duly called Association meetings or by mail ballot.
   2. Pass an issue at a duly called Associaiton meeting, a simple majority vote of regular members present shall be required.
   3. Pass an issue by mail ballot, a simple majority vote of all regular members shall be required. All mail ballots must be returend by the date ascertained on the mail ballot.

Article V - Dues and Payment

1. Dues by membership class shall be as follows:
   1. Regular Membership
      1. Public and non-profit transportation systems shall pay annual dues as set by the Board of Directors.
   2. Associate Membership
      1. Associate members shall pay annual dues as set by the Board of Directors.

Article VI - Governing Board

1. The Governing Board will consist of a seven member Board of Directors, elected from the Associations regular members. Three directors will be from North Dakota and three directors from South Dakota. The seventh director will be an At-Large regular member from either state. Members of the Governing Board must be Transit Professionals by trade.
2. Term of Office - The term of office for elected board members will be two years, with no director serving more than two consecutive terms. The term of office shall take effect at the next scheduled Board of Directors meeting following the Associaitons annual meeting.
3. Directors shall not receive any salaries for their services, but may be reimbursed for designated expenses incurred while serving that office at rates established by the Board of Directors.
4. Election of directors
   1. The nominating committee shall present to the regular Association members, nominations for directors at the Associations Annual Meeting. Additional nominees may be made from any regular member.
   2. Directors shall be elected by a majority vote of eligible voters present.
   3. Any vacancy occurring on the governing board, shall be filled by the Board of Directors by a majority vote. A director appointed to fill a vacancy, shall be appointed for the unexpired term of their predecessor in office.
   4. Ex-Officio members may be appointed to the Board, at the discretion of the Board of Directors. Ex-Officio members will not have voting privileges.

Article VII - Officers of the Board

1. The officers shall consist of a President, a Vice-President, Secretary and Treasurer. The term of office shall be for a period of one year and they may be re-elected to the same position for one additional term. The officers shall be elected from the membership of the Board of Directors.
2. Officers shall be elected by a simple majority of the Board members present at the reorganizational meeting of the Board.
3. The officers of the Board shall from the Executive Committee of the Board.
4. Duties
   1. President - The President shall serve as the leader of the Association and as chairman of the Board of Directors. The duties of the President shall include but not limited to the calling and presiding at all Association and Board Meetings, directing the affairs of the Association not otherwise specified by these by-laws, signing of contrancts on the behalf of the Association and serving as an ex-officio member of all committees.
   2. Vice-President - The Vice-President's duties shall include but not limited to acting, on behalf of the President in their absence; responsible with a committee to maintain a public and community relations program and fulfilling the duties of the Secretary or Treasurer in their absence.
   3. Treasurer - The Treasurer's duties shall include but not limited to maintaining current and accurate membership records, managing all of the Associaiton's finances, including processing expensed for payment as approved by the Board of Directors, reporting to the Board of those members not in good standing, producing an annual financial report for members at the annual meeting.
   4. Secretary - The Secretary's duties shall include but not limited to maintaining current and accurate minutes of all Board of Directors and DTA membership meetings. To disseminate all necessary information to Board Members and the DTA Membership.
      1. At the discretion of the Board of Directors, the offices of Secretary-Treasurer may be combined to be filled by one board member.
   5. All officers authorized to sign checks shall be bonded to insure the faithful discharge of their duties in a sum with such surety or sureties as the Board deems necessary.

Article VIII - Committees

1. Committees shall be formed as deemed necessary by the Board. Committee members shall be appointed by the president, subject to approval of a simple majority of the Board of Directors. Associate of Affiliate members can serve on committees as an ad hoc member.
2. The Executive Committee shall meet to conduct necessary business of the Association on the interim between regular meetings of the Board.

Article IX - Meetings

1. The Annual Associations Meeting shall be held in the fall of each year. Other meetings shall be called by the President as deemed necessary. At least 30 days notice of a meeting shall be provided to the membership. A copy of the minutes from such meetings will be published in the Association's newsletter following the meeting. Robert's Rules of Order shall be used to conduct Association meetings.
2. The Board of Directors shall meet at least four times a year. A regular meeting of the Board of Directors shall be held immediately prior to, and at the same location as, the annual meeting of the Association.
3. Special meetings of the Board of Directors may be called by or at the request of the President of the Board or any four Board members. Notice of the Special meeting shall be given to all Board members at least ten days before the meeting date.
4. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board and shall approve all issues, except where otherwise directed, by a majority vote of those present.

Article X - Amendments

1. Proposed amendments to the Association By-Laws shall be presented to the regular membership by the Board of Directors at or before the Annual meeting of the Association. Regular members may present recommended by-law revisions to the Board of Directors.

Article XI - Contracts

1. On occasion, Dakota Transit Association (DTA) will enter into contracts for services to be provided to the Association. It is the policy of DTA to provide a set fee for services and to reimburse approved out-of-pocket expenses. DTA will only reimburse direct costs. No indirect costs will be paid by the Association.
   
   These contracts include, but may not be limited to:
   • Accounting Contract
   • Lobbyist Contract
   • Small Urban & Rural Transit Center (SURTC) Contract
2. The Dakota Transit Association Board of Directors will have the authority to enter into contract agreements on behalf of the Association. The DTA Board has the authority to terminate any or all contracts immediately due to unmet terms of such agreement. Either party of any contract involving DTA may terminate such agreement by providing thirty (30) days written notice. In the case of DTA, the notice shall be given to the current President of the Association.

Article XII - Contracts, Loans, Checks

1. The Board of Directors my authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
2. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized be a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
3. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such manner as shall from time to time be determined by resolution of the Board of Directors.
4. All funds of the association not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Article XIII - Dissolution

1. The Association may be dissolved upon a two-thirds majority vote of the regular Association members. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, return each members current year membership dues or a portion thereof based on a pro-rata share.
2. All remaining assets in the possession of the corporation shall be forfeited and transferred to a charity as shall at the time qualify as an tax exempt organization under the Section 501 (c) (3) of the Internal Revenue Code. The charity shall be selected by the Board of Directors and liquidation and transfer of assets to be completed within thirty days after selection of said charity.

* When the term "public transportation" appears in these by-laws, it shall be understood to include specialized transportation.