Greater Rochester Clean Cities, Inc. Bylaws
The Clean Cities program was initiated by the United States Department of Energy as a means to achieve objectives established by the Energy Policy Act of 1992 (EPACT) and continued under the Energy Policy Act of 2005. The program is organized as a voluntary partnership of local individuals, government representatives, and businesses.
Article 1 — Purpose
The Corporation has been formed to:
- Educate the public of the benefits and costs of clean, domestically produced fuels and renewable resources for motorized vehicles — alternative fuel vehicles (AFVs) — and their related infrastructure with website based information, brochures and public workshops.
- Disseminate information about US Department of Energy Programs and initiatives.
- Sponsor, coordinate, and lead public outreach events including conferences and discussions of AFV technology and programs to provide guidance and recommendations about the conversion to AFVs.
- Study and analyze the feasibility of strategies and tactics for the conversion of carbon based fuels in the Community;
- Promote, act as a catalyst for, and implement strategies for AFV conversion projects in the nine county region of Livingston, Genesee, Monroe, Orleans, Wayne, Ontario, Yates, Seneca, Wyoming , and the City of Rochester (the “Community”) that:
- Secures the financing for, and contracts with vehicle users or infrastructure providers to financially assist the purchase of, or conversion to AFVs;
- Promotes the transfer from carbon based fuels to alternative fuels in a manner consistent with the Clean Cities program of the US Department of Energy or a successor federal program; and,
- Develop new and expand existing alternative fuel supply infrastructure, vehicle maintenance, and related service industries.
Article 2 — Members
The Corporation shall have no members.
Article 3 — Board of Directors
Section A. Composition, Number, and Term of Office: Every attempt will be made to have a diverse board membership representative of GRCC stakeholders. The Board of Directors (the “Board”) may request an officer or organization external to the Corporation to appoint one or more directors. The Board will manage the Corporation. The Board will consist of no fewer than 3 and no more than 10 individuals. The specific number of directors in any year shall be determined from time to time by a resolution of the Board. The GRCC Coordinator (CCC) shall serve as an ex-officio member on the Board with no voting privileges. The term of office for directors shall be two (2) years. To the extent possible the terms of office shall be staggered.
Section B. Annual Meeting: The Board of Directors shall meet annually, at a time and place chosen by the Board, for the purpose of receiving the Annual Report, the election of directors, receiving any newly appointed directors, the election of officers, and such other business as the Board may determine.
Section C. Organization: At each meeting of the Board of Directors, the President, or in the absence of the President, the Vice President (or in the absence of both, a Board member designated by the President), shall preside.
Section D. Rights, Powers, and Privileges: The Board of Directors shall provide general oversight of the affairs, business activities of GRCC and establish the policies, procedures and rules of GRCC. The CCC shall operate according to those policies, procedures, and rules. Each director shall have one vote at all Board meetings.
Section E. Resignation and Removal of Directors: Any Director may resign at any time by notifying the President of the Board of Directors. Such resignation shall take effect as of the date specified by the departing Director. The Board of Directors by a majority of those directors then on the board may remove any director with cause. Failure to regularly attend board meetings without reasonable excuse shall constitute cause for removal.
Section F. Vacancies: A vacancy on the Board of Directors shall be filled by the Board from a list of candidates within one month of a vacancy on the Board. Except for a vacant position previously held by a person appointed by an official of an organization external to the Corporation in which case such official shall be notified of the vacancy and provided an opportunity to fill such position. If such vacancy is not filled by such official within 60 days of receipt of notice of vacancy, then the existing directors of the Corporation (regardless of number of directors then in office) may vote to fill such vacancy on an interim basis subject to the authority of the Board at the next annual meeting to request that such same official reappoint a director or elect to authorize another organization to appoint a director. Directors elected to fill such a vacancy shall serve until the next Annual Meeting.
Section G. Quorum: Unless specifically stated otherwise in these bylaws, a majority of the entire Board of Directors (as the total number of Directors was most recently determined by resolution of the board of Directors) shall constitute a quorum for the transaction of business.
Section H. Majority Vote: If at a meeting of the Board of Directors a quorum is present, then the Board may act by vote of a majority of those present except where these bylaws or any provision of the not-for-profit corporation shall require a higher vote.
Section I. Action Without Meeting: Any action to be taken by the Board may be taken without a meeting if all directors entitled to vote on the matter consent to the action in writing. Such written consent shall be filed with the records of the meetings of directors, and shall be regarded for all purposes as a vote at a meeting.
Section J. Use of Telephone: Any director may participate in a meeting of the Board of Directors or a committee by means of a conference telephone or similar communications equipment allowing all persons participating in meeting to hear each other at the same time.
Section K. Regular Meetings: The Board of Directors shall meet regularly at a frequency, time, and place established by the Board of Directors. The Board of Directors shall hold periodic Stakeholder meetings for the dissemination of information to promote the use of alternative fueled vehicles and establishment of refueling and maintenance infrastructure.
Section L. Notice of Regular Board Meetings and Stakeholder Meetings. Notice of Board and Stakeholder meetings shall be maintained on the GRCC website. Written notice and the agenda of any meetings of the Board shall be emailed or mailed, first class, to each Director and the CCC by the President of the Board. Notices of Stakeholder meetings shall state the time and place of the meeting, the purpose for the meeting and the business to be conducted, and no other business shall be transacted at such meetings unless added to the agenda by a majority vote. Where possible, reminders of Stakeholder meetings shall be emailed to Stakeholders.
Section M. Special Meetings: Special meetings of the Board of Directors shall be held whenever called by the President, or by two other Directors. Notice shall be by mail, email or telephone, and shall state the purpose, time and place of the meeting.
Section N. Compensation: Directors shall receive no compensation for their services but may be reimbursed for the expenses reasonably incurred by them in the performance of their duties.
Article 4 — Committees
The Board of Directors may designate and appoint one or more committees, each of which shall include at least one Director. Committees shall have the duties assigned to them by the Board.
Article 5 — Officers
Section A. Number: The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary, all of whom shall be elected by the members of the Board of Directors. Each Officer shall hold office until a successor is elected and qualified, with exceptions for resignations and removal for cause (see below). Each Officer shall perform the duties incident to the respective office including those listed below and such other duties as may be assigned to each of them from the Board of Directors.
Section B. Term of Office and Qualifications: The above officers shall be nominated by committee or from the floor and elected by the Board of Directors at its Annual Meeting.
Section C. Resignations: Any Officer may resign at any time by giving written notice to the Board. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section D. Removal of Officers: Any Director or Officer or Coordinator may be removed for cause at any Board meeting by the affirmative vote of the majority of the total number of Directors acting on a petition for removal filed with the President or the CCC. Any person to be removed for cause shall receive written notice of the intent of the Directors to do so not less than twenty-one (21) days before the meeting and shall have the right to respond to the petition before a vote for removal. Such petition, along with any response by affected person, shall be provided to the Directors not less than fifteen (15) days before such meeting by email and/or U.S. mail. Vacancies shall be filled in accordance with Section E below. The Board of Directors may, by a majority vote of the total number of Directors, remove any person who is regularly absent from Board meetings without reasonable excuse. Vacancies shall be filled in accordance with the provisions of Section E below.
Section E. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled from among the Directors by majority vote of the Board of Directors.
Section F. President: The President shall preside at meetings of the Board of Directors and shall supervise generally the affairs of the Corporation subject only to the supervision of the Board of Directors. The President shall have general charge of the business and the governance of the GRCC. If there is no Vice President the President may designate a member of the Board to act as President in the President’s absence.
Section G. Vice President: The Vice President shall undertake all those functions of the President, which the President is unable to undertake, or those, which the President requests that the Vice President undertake or that the Board of Directors assigns the Vice President to undertake.
Section H. Treasurer: The Treasurer shall be responsible for developing and recommending to the Board of Directors policies for the care, custody, and disbursement of corporate funds, for maintenance of the corporation’s financial books and records and for all accounting matters. The Treasurer shall receive and deposit all monies or funds of the GRCC in such depositories as may be selected by the Board of Directors, and shall disburse the funds of the GRCC in the manner directed by the Board of Directors. The Treasurer shall provide the CCC and the Board of Directors, whenever they may require, accounts of all financial transactions, and, in general, perform the duties incident to the office of Treasurer.
Section I. Secretary: The Secretary shall be responsible for recommending to the Board of Directors policy for the care and custody of corporate records and for compliance with notification and record keeping requirements including the maintenance of meeting minutes.
Section J. GRCC Coordinator (CCC): The CCC shall be appointed by the Board of Directors by a simple majority vote. The CCC is without vote. The CCC shall abide by the policies, procedures, and rules as set by the Board of Directors. The CCC shall manage the daily affairs of GRCC. The CCC shall also perform the duties normally assigned to an organizational secretary. These duties include but are not limited to: keeping the minutes of the meetings of the Board of Directors and of committees having any of the authority of the Board of Directors and making copies available to the public upon request; seeing that all notices are duly given in accordance with these bylaws or as required by law; ensuring that all returns and reports are filed with appropriate federal and local authorities; acting as custodian of any corporate records and the seal of the GRCC; seeing that the seal of the GRCC is affixed to all appropriate documents, the execution of which on behalf of the GRCC is duly authorized in accordance with the provisions of these Bylaws; and, in general, performing all duties incident to the office of Secretary, including keeping the GRCC website updated.
Section K. Other Officers: The Board of Directors may establish the qualifications, duties, authority, titles and terms of additional officers not inconsistent with these bylaws as the Board deems necessary in order to carry out the purposes of the GRCC.
Article 6 — Fiscal Year
The fiscal year of the Corporation shall begin on October 1st in each calendar year and end on September 30.
Article 7 — Contracts, Checks, Books & Records, and Audit
Section A. Contracts: The President and Vice President shall have the authority to execute any contract or any other instrument specifically approved by the board of Directors. In addition, the Board of Directors may authorize any officer or agent, in the name of and on behalf of the Corporation to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or expressly authorized by these bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable in any amount for any purpose.
Section B. Checks and Other Financial Notes: All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such a manner as shall from time to time be determined by resolution of the Board of Directors.
Section C. Office, Books and Records: The office of the Corporation shall be located in any of the counties located in the GRCC region. The following information shall be kept in digital format on a secure server: (1) correct and complete books and records of account; (2) minutes of the proceedings of the Board of Directors; (3) a current list of the Directors and officers of the Corporation and their addresses; and (4) a copy of the Certificate of Incorporation and these bylaws. The Board will have password protected read-access to these files.
Section D. Audits: The Board of Directors shall provide for a periodic audit of its accounts. The Board of Directors shall determine the frequency of audits, taking into consideration the requirements of funders.
Article 8 — Interested Directors
Any Director of the Corporation who is the director or officer of another organization or has a substantial financial interest in such other organization shall be “Interested” in or have an “Interest” in such other organization. Any interested Director or officer shall disclose such interest to the Board of Directors and decline from voting on and discussing any contract or transaction with respect to such other organization. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes such contract or transaction.
Article 9 — Amendments
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds majority vote of the total number of Directors at any regular or at any special meeting. Proposed changes to the Bylaws may not be considered at a meeting unless filed with the President or CCC at least twenty (20) days before the meeting at which it is to be considered and provided to the Directors at least ten (10) before the date of such meeting.
Article 10 — Indemnification
The members of the Board shall not be liable to the Corporation for any mistake of judgment, negligence, or otherwise except for their own individual willful misconduct or bad faith. The Corporation shall indemnify a director or officer where New York law mandates indemnification by the Corporation (i.e. successful defense of civil or criminal action or proceeding).
The Corporation may indemnify a director or officer to the full extent permitted by New York law provided the individual acted in good faith and reasonably believed she/he was acting in the best interests of the Corporation and reasonably believed that her/his conduct was not criminally unlawful.
The Corporation will not indemnify a director or officer where it is prohibited by New York law (i.e. it is established by an adverse final adjudication that her/his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action or that he/she personally gained in fact a financial profit or other advantage to which he/she was not legally entitled).
The Corporation may indemnify by purchase of insurance its directors and officers as the Board may deem appropriate within the full extent permitted by the laws of the State of New York.
Article 11 — Dissolution
The Board of Directors shall adopt a plan for dissolution and distribution of assets in accordance with the purposes of the Corporation and the requirements of the Certificate of Incorporation. In the event of the dissolution, all remaining assets and property of the Corporation shall, after payment of necessary expenses thereof, be distributed to a tax-exempt not-for-profit corporation or such other organization as shall qualify under section 501(C)(3) of the Internal Revenue Code of 1986, as amended, or to another organization to be used in such a manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purpose for which this corporation was formed.
Adopted by Board of Directors
Edited with corrections January 7, 2015