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BYLAWS
OF
NATIONAL CLEAN CITIES, INC.
ARTICLE
I. DIRECTORS
SECTION 1. General Powers. The
property, business and affairs of the Corporation shall be managed
by its Board of Directors in accordance with these Bylaws and the
purposes of the Corporation.
SECTION 2. Number and Qualifications. The number of Directors shall be no greater than fifteen voting members. There shall also be two non-voting Directors:
the Executive Director of National Clean Cities, Inc. and the Corporate
Secretary, who shall be ex officio, non-voting members of the Board.
SECTION 3. Term of Office. The
term of office for Directors shall be three years or until a successor shall have been elected. But, for the initial terms only, in order to
avoid the simultaneous expiration of all Directors' terms, the Board
shall assign each of its voting members to one of three cohorts
or Classes with the following initial term duration: Class A- three
years; Class B- two years; Class C- one year. Directors may succeed
themselves without limitation.
SECTION 4. Vacancies. Vacancies
shall be filled by majority vote of the remaining members of the
Board of Directors for the unexpired term.
SECTION 5. Quorum. A majority
of the Directors then in office shall constitute a quorum for the
transaction of any business, except that if the number of Directors
then in office is six or less, then three Directors shall constitute
a quorum. If at any meeting of the Board there shall
be less than a quorum present, a majority of those present may adjourn
the meeting, without further notice, from time to time until a quorum
shall have been obtained.
SECTION 6. Meetings. Regular
meetings of the Board of Directors shall be held at such place as
may from time to time be fixed by resolution of the Board without
further notice, or as may be specified in a notice of the meeting.
Special meetings may be called at any time by the Chair or
by written request signed by three Directors and submitted to the
Secretary, provided written notice is duly served on, sent by mail,
or faxed with a follow up confirmatory phone call, to each Director
not less than two days before such meeting.
Meetings may be held at any time without notice if all the
Directors are present, or if at any time before or after the meeting
those not present waive notice of the meeting in writing.
SECTION 7. Compensation. No
Director shall receive any compensation for service in such capacity,
except that the Board may by resolution provide for the reimbursement
of actual travel and lodging expenses incurred in the performance
of the duties of Director, to the extent provided by such resolution.
SECTION 8. Removal. A Director or an Officer may
be removed from office, with or without cause, upon a vote of a
majority of the Directors then in office to remove him or her from
office, whenever in the Directors’ judgment the best interest of
the Corporation would be served thereby,
provided that all the Directors have at least 21 days’ notice
of the proposed removal and the Director at issue has an opportunity
personally to address the Board.
ARTICLE
II. MANNER OF ACTING.
SECTION 1. Manner of Acting. A
majority of the votes cast on a matter where a quorum is present
shall be necessary for the adoption thereof unless a greater proportion
is required by law or these Bylaws.
SECTION 2. Alternative Action. Any
action required by law to be taken at a meeting, may be taken without
a meeting if a consent in writing, setting forth the action so taken,
is signed by all of those entitled to vote with respect to the subject
matter thereof.
SECTION 3. Meetings Held In Whole or Part Through the Use of Telecommunications.
Any one or more Directors or members of a committee may participate
in a meeting of the Board or committee by means of a conference
telephone or other telecommunications device which allows all persons
participating in the meeting to hear each other or to see in written
form the words of the others (as may be accomplished through the
use of a telephone or computer conference) and such participation
in a meeting shall be deemed presence in person at such meeting.
ARTICLE III.
OFFICERS.
SECTION 1. Officers. The officers
of the Corporation shall be a: President, Vice President, Secretary,
Treasurer, and the National
Clean Cities, Inc. Executive Director, and such other subordinate
officers as the Board of Directors may from time to time appoint
or authorize the President to appoint.
SECTION 2. Election. The Board
of Directors shall on or about the Board's Annual Meeting, elect
from amongst themselves a President, Vice-President, Treasurer and,
as the Board shall by resolution authorize, appoint a Corporate
Secretary.
SECTION 3. Term and Vacancies. The
term of office of any Officer shall be two years but shall not terminate
until: (a) the installation of a successor; (b) the effective date
of his or her resignation submitted in writing to the Secretary
of the Board of Directors; (c) upon his or her death; or, (d) upon
removal from Office in accordance with the provisions of these Bylaws. Any vacancy among such officers shall be filled by majority vote
of the remaining members of the Board of Directors, except that
the Vice President shall fill a vacancy in the Presidency.
SECTION 4. President. The President
shall: direct and execute all decisions of the Board of Directors;
act as the chief executive officer of the Corporation; chair the
Board of Director and Executive Committee meetings; shall be an
ex officio voting member of all committees; act as
the Board’s representative in overseeing the Executive Director;
and shall have such other duties and powers as the Board of Directors
may from time to time prescribe or authorize.
SECTION 5. Vice-President. The Vice President shall have such powers
and perform such duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate,
shall act as President in the President's absence.
SECTION 6. Treasurer. The Treasurer
shall have custody of all funds, securities and assets of the Corporation.
He or she shall secure the keeping of full and accurate account
of Corporation's receipts and disbursements, and ensure that all
monies and other assets are deposited in the name of the Corporation
in such depositories or through such fiscal agents as the Board
may from time to time prescribe.
The Treasurer shall oversee the disbursement of the funds
and assets of the Corporation as ordered by the Board of Directors,
and shall provide an accounting of all transactions as requested
prior to each meeting of the Board.
The Board of Directors may appoint and empower such Assistant
Treasurers as shall be required to carry out the purpose of this
section. The Treasurer shall furnish the Board with an operating
and financial report at each regular and special meeting thereof.
SECTION 7. Corporate Secretary. Working with the Executive Director, the Secretary
shall keep the minutes of all meetings of the Board including all
votes and resolutions adopted and shall record all such documents
and records in a book kept for that purpose.
The Secretary shall issue notices of all meetings, shall
see to the filing of all reports required by governmental authorities,
and shall perform such other functions and duties as the Board may
from time to time prescribe.
SECTION 8. Other Officers. The duties and terms of office of any other
officers or assistant officers appointed pursuant to this Article
shall be specified by the Board of Directors or by the President
if so authorized by the Board of Directors.
SECTION 9. Executive Director. The Board may upon majority vote appoint and
employ an Executive Director, who shall direct and execute all decisions
of the Board of Directors, shall handle all day-to-day matters and
duties for the operation of the Corporation, and shall be an ex
officio voting member of the Board of Directors. The foregoing duties shall include, but not be limited to, the hiring
and discharge of employees to fill such positions as the Board may
from time to time authorize; the execution of contracts or other
instruments on behalf of the Corporation as the Board may authorize;
and the signing of checks, drafts or other orders for payment of
money provided that the Board may, by resolution, provide that such
checks, drafts or other orders for payment above such amount as
may be specified in the resolution shall require the countersignature
of one or more specified officers of the Corporation.
SECTION 10. Surety. The Board
of Directors may require the Executive Director, Treasurer or any
other officer or assistant officer to furnish such surety as it
may from time to time determine.
SECTION 11. Compensation of Officers.
Officers may be paid such reasonable compensation as the
Board of Directors may from time to time authorize and direct, except
that no officer who is a member of the Board may receive any compensation
for services rendered in his or her capacity as a Director except
as otherwise provided in these Bylaws.
SECTION 12. Removal. Any elected Officer may be
removed from office, with or without cause, upon a vote of a majority
of the Directors then in office to remove him or her from the Officer
position, whenever in the Directors’ judgment the best interest
of the Corporation would be served thereby, provided that all the
Directors have at least ten days’ notice of the proposed removal
and the Officer at issue has an opportunity personally to address
the Board prior to the removal vote. Any Officer appointed by the
President may be removed by the President.
ARTICLE
IV. MEMBERSHIP
SECTION 1. General Rights and Powers. Members shall not have voting rights. Except as may otherwise be provided by law, the Articles of Incorporation,
or by these Bylaws, the number, classes, qualifications, rights,
privileges, dues, fees, responsibilities, and the provisions governing
the withdrawal, suspension, and expulsion of members shall be determined
by the Board of Directors in these Bylaws or by resolution. Any right of members to title or interest in or to the Corporation,
its properties and franchises, shall cease and divest upon termination
of membership, except that the liability of a member for sums due
the Corporation shall survive such termination unless otherwise
expressly provided by the Board of Directors.
SECTION 2. Classes, Qualifications, and Rights of Membership. There shall be three categories of membership:
Individuals, Coalitions, and Corporations/Supporters. Individual membership shall be open to those
people who support the purposes and activities of the corporation
and who timely remit their applicable dues.
Coalition memberships shall be open to those Clean Cities
Coalitions duly recognized by, and in good standing with, the U.S.
Department of Energy, provided that they timely remit applicable
dues and comply with the conditions and restrictions that are part
of the terms by which they are entitled to use the name “Clean Cities.”
Corporate members shall be those corporations and other business
entities that support the purposes and activities of the corporation
and timely remit their applicable dues.
Only Coalition members may receive grants and financial support
from the corporation.
SECTION 3. Membership. Upon payment of the requisite dues as set from
time to time by the Board for each class of members, each applicant
shall be afforded all rights of membership subject to subsequent
ratification or invalidation by the affirmative vote of a majority
of the Directors present and voting at a duly constituted meeting,
or in such other manner as the Board of Directors may resolve.
Membership and all attendant rights shall cease in the event
of nonpayment of dues, unless the Board acts otherwise.
ARTICLE
V. COMMITTEES
SECTION 1. Committees of Directors.
The Board of Directors, by resolution adopted by a majority
of the Directors in office, may designate and appoint one or more
committees, each of which shall consist of two or more Directors,
which Committees, to the extent provided in said resolution, shall
have and exercise the authority of the Board in the management of
the Corporation, except that no such committee shall have the authority
of the Board in reference to: amending, altering, or repealing the
Articles of Incorporation or Bylaws; electing, appointing or removing
any member of any committee or any Director or officer of the Corporation;
adopting a plan of merger, dissolution, consolidation, or approving
the sale, exchange, mortgage, or distribution of all or substantially
all of the property and assets of the Corporation; revoking proceedings
for dissolution; or amending, altering or repealing any resolution
of the Board of Directors which by its terms provides that it shall
not be amended, altered or repealed by such committee.
The designation and appointment of any such committee and
the delegation thereto of authority shall not operate to relieve
the Board or any individual Director of any responsibility imposed
thereon by law.
SECTION 2. Executive Committee. The
Board of Directors may, in its discretion, by resolution adopted
by a majority of the whole Board, constitute a general Executive
Committee for the Board, appoint the members thereof, and specify
its authority and responsibility.
Such committee shall be composed of not fewer than three
members of the Board of Directors who shall serve at the pleasure
of the Board. The Executive
Committee shall have such powers and shall perform such duties as
the Board may delegate to it in writing from time to time, including
the immediate oversight in management of the business affairs of
the Corporation. The Executive Committee shall be organized
and shall perform its functions as directed by the Board and shall
report periodically to the Board.
Any action duly taken by the Executive Committee within the
course and scope of its authority shall be binding upon the Corporation.
The Executive Committee may be abolished at any time by the
vote of a majority of the whole Board of Directors, and during the
course of the committee's existence, the membership thereof may
be increased or decreased and the authority and duties of the Committee
changed as the Board of Directors deems appropriate.
SECTION 3. Other Committees. Other
Committees not having and exercising the authority of the Board
of Directors in the management of the Corporation may be appointed
in such manner as may be designated by resolution adopted by a majority
of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each
such committee need not be Directors of the Corporation, and the
President of the Corporation shall appoint the members thereof,
and may remove any such member whenever in his or her judgment the
best interest of the Corporation shall be served by such removal.
SECTION 4. Term of Office. Each
member of a committee shall continue as such until a next annual
meeting of the Board of Directors and until a successor is appointed,
unless the committee shall be sooner terminated, or unless such
member be removed from such committee, or unless such member shall
cease to qualify as a member thereof.
SECTION 5. Chair. One member
of each committee shall be appointed Chair by the President of the
Corporation except as otherwise provided in these Bylaws.
SECTION 6. Vacancies. Vacancies
in the membership of any committee may be filled by appointments
made in the same manner as provided in the case of the original
appointments.
SECTION 7. Quorum. Unless otherwise
provided in the resolution of the Board of Directors designating
a committee, a majority of the whole committee shall constitute
a quorum and the act of the majority of the members present at a
meeting at which a quorum is present shall be the act of the committee.
ARTICLE VI. MISCELLANEOUS
PROVISIONS
SECTION 1. Indemnification. Every
person who is or shall be or shall have been a Director or officer
of the corporation and his or her personal representatives may be
indemnified by the corporation against all costs and expenses actually
and necessarily incurred or imposed upon him or her in connection
with the defense of any action, suit, or proceeding to which he
or she may be made a party by reason of his or her being or having
been a director or officer of the corporation or of any subsidiary
or affiliate thereof, except in relation to such matters as to which
he or she shall finally be adjudged in such action, suit or proceeding
to liable for negligence or misconduct in the performance of a duty.
"Costs and expenses" shall include, but without limiting
the generality thereof, attorney's fees, damages and reasonable
amounts paid in settlement.
SECTION 2. Fiscal Year. The
fiscal year shall be October 1st- September 30th..
SECTION 3. Corporate Seal. The
official seal of the Corporation shall have inscribed thereon the
name of the Corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall determine. The official seal may be used by printing,
engraving, lithographing, stamping or otherwise making, placing,
or affixing or causing to be printed, engraved, stamped, or otherwise
made, placed or affixed upon any paper or document, by any process
whatsoever, an impression, facsimile, or other reproduction of said
official seal.
SECTION 4. Amendment. These
Bylaws may be amended or repealed or new Bylaws adopted upon the
affirmative vote of a majority of the Board of Directors at any
regular or special meeting of the Board provided that a description,
summary, or the actual text of such proposed change is included
with the notice of the meeting delivered at least five days prior
to the vote, unless notice is waived by unanimous agreement of the
Board.
SECTION 4. Dissolution. The
Corporation may be dissolved and its assets and liabilities liquidated
in such manner as the Board of Directors shall resolve provided
that such dissolution and liquidation shall be in accordance with
the Articles of Incorporation and such laws and regulations as may
be applicable thereto.
SECTION 5. Advisory Board. The
Corporation may establish an Advisory Board, without governing power
or authority, to serve as a resource at the direction and pleasure
of the Board of Directors to response to requests by the Board to
provide advice, assistance, expertise, and support to the Board
for the advancement and promotion of the mission of the Corporation.
The Board of Directors may appoint a Chair of the Advisory
Board who may be authorized to serve as an ex
officio, non-voting member of the Board of Directors.
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