Bylaws of the Genesee Region Clean Communities
Revised and Approved by the Board of Directors of GRCC on 1/21/2009
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.
The purpose of the Genesee Region Clean Communities organization is to develop, finance, and manage projects which promote clean air and energy independence in the greater Rochester, NY region through the use of clean, domestically produced fuels and renewable resources. Genesee Region Clean Communities (hereinafter referred to as GRCC) shall endeavor to:
Article 1. Membership
1.1 Members - Any individual or organization who subscribes to the purpose and basic policies of GRCC may become a member. Membership in GRCC shall be available without regard to race, color, creed, gender, sexual orientation, or national origin.
1.2 Admission - Members shall be admitted upon signing of the GRCC Membership Application and Letter of Intent.
1.3 Non Members - Non-members shall be allowed to participate in all GRCC activities and functions except as provided by the Board of Directors. The Board of Directors at their discretion may establish other membership requirements including, but not limited to, dues, alternative fuel vehicle requirements, or committee participation.
1.4 Transfer of Membership - Membership in GRCC is not transferable. Members shall have no ownership or beneficial interests of any kind in the assets of GRCC.
Article 2. Board of Directors
2.1 Composition - The Board of Directors shall be comprised of no fewer than seven (7) GRCC members. Every attempt will be made to have a diverse board membership representative of GRCC stakeholders. The GRCC Coordinator (CCC) shall serve as an ex-officio member on the Board with no voting privileges.
2.2 Terms of Office - Directors shall serve until resignation or removal as in subsection 2.8 below.
2.3 Election - Candidates for a Director position shall be nominated by an active Board member. Nominations shall be voted upon within two Board of Director’s meetings.
2.4 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.
2.5 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 events for the dissemination of information to promote the use of alternative fueled vehicles and establishment of refueling and maintenance infrastructure.
2.6 Notice – Notice of Board meetings and Stakeholder events shall be posted on the GRCC website. Written notice and the agenda of any meetings of the Board of Directors shall be emailed or mailed, first class, to each Director and the CCC by the President of the Board. Notices of Stakeholder events shall state the time, place, and purpose of the event. Where possible, reminders of Stakeholder events shall be emailed to Stakeholders.
2.7 Quorum - Unless specifically stated otherwise in these Bylaws, a majority of the total number of Directors shall constitute a quorum for the transaction of business at any meeting.
2.8 Resignation or Removal of a Director - Any Director may resign at any time by notifying the President of the Board of Directors. Such resignation shall take effect at the time specified by the departing Director. A Director who frequently fails to attend meetings may, upon a vote of the Board of Directors, be removed for cause. This provision does not limit the basis upon which Directors can be removed by the Board of Directors for cause. Vacancies occurring may be filled by election to the Board as detailed in subsection 2.3 above.
Article 3. Officers
3.1 Election of Officers - Officers of the GRCC shall be a President and Treasurer. All officers shall be elected by the Board of Directors. Each Officer shall hold office until the Officer is either removed by the Board or resigns. 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.
3.2 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.
3.3 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.
3.4 President - The President shall have general charge of the business and the governance of the GRCC. The President has the authority to call special meetings of the Board of Directors. The President may designate a member of the Board to act as President in the President’s absence.
3.5 Treasurer - 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 a Treasurer’s Report at each Board meeting, including a statement of all financial transactions since the previous reporting period and a presentation of account balances held by the organization.
3.6 Clean Communities 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 Coordinator 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, if incorporation is sought, 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.
3.7 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 4. Removal of Officers and Directors and Clean Communities Coordinator
4.1 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 or U.S. mail. Vacancies shall be filled in accordance with Section 3.3. 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 2.3, 3.3, or 3.6, as appropriate.
Article 5. Committees
5.1 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 6. Miscellaneous Provisions
6.1 Contracts and Other Documents - The Board of Directors, except as otherwise required by law, or these Bylaws, may authorize any Officer or Officers, Agent or Agents of the GRCC to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the GRCC and such authority may be general or confined to specific instances.
Article 7. Amendments to the Bylaws
7.1 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 8. Audit
8.1 The GRCC Board of Directors shall provide for a periodic audit of its accounts. The Board of Directors shall determine the frequency of audits, unless otherwise stated herein.
8.2 The GRCC Board President shall appoint an Audit Committee annually not later than January 31st consisting of two members of the Board of Directors, neither of whom shall be the Treasurer. The Audit Committee shall review the financial records, accounts and transactions of the GRCC for the previous fiscal year and shall report its findings to the full Board of Directors prior to the March Board of Directors’ meeting or by March 31st, whichever is earlier.
8.3 The organization’s fiscal year will run from January 1st to December 31st.
Article 9. Conflict of Interest
9.1 GRCC board members, employees, and agents shall not, while working on behalf of the GRCC, engage in any personal or business activity with persons or organizations where that activity might result in personal benefit to the GRCC board member, employee, or agent and thereby result in a conflict of interest.
9.2 GRCC board members shall exercise their best judgment for the benefit of GRCC and shall refrain from being influenced by any personal or professional considerations where a conflict of interest may affect the performance of their duties.
9.3 In the event that a potential conflict of interest may occur, the board member, employee, or agent shall disclose this to the Board of Directors in a timely manner. The Board of Directors, through a majority vote, may determine steps necessary to resolve the conflict. This may include measures that will mitigate the conflict, such as abstention from voting on certain issues or other matters under consideration before the Board.