Constitution and Bylaws

ARTICLE I - NAME AND LOCATION

The name of this Association shall be the “Pennsylvania Public Transportation Association, Inc.” and herein is referred to as the “Association.” The official address shall be 600 North Third Street, Harrisburg, Pennsylvania, or any other place so designated by the Board of Directors.

ARTICLE II - MISSION AND OBJECTIVES

Section 1. Mission - The Association was incorporated under the Non-Profit Corporation Law of the Commonwealth of Pennsylvania with the mission to be the foremost advocate for public transportation and mobility management in the Commonwealth of Pennsylvania, and to be of support to all Association members in achieving their defined missions.

Section 2. Objectives - The objectives of the Association are as follows:

1. To develop and maintain communication with Federal, State and Local governments in order to foster and promote an awareness and support of public transportation and the mobility of citizens throughout the Commonwealth;

2. To build public understanding and support for public transportation by promoting the value of public transportation and mobility services at every opportunity;

3. To advocate investment in public transportation services, equipment and infrastructure;

4. To provide a forum for members and other key stakeholders to interact, exchange information and ideas, and to continuously improve mobility services; and

5. To promote equitable and fair representation of all members and to provide responsive member services.

Section 3. Dissolution - The Association is not organized for the pecuniary profit of its directors, officers or members; nor may it issue stock nor declare or distribute dividends, and no part of its net income shall inure to the benefit of any director, officer, member, employee or agent. If the corporation should be dissolved for any reason, any balance of money or assets remaining after full payment of corporate obligations of all and any kind shall be divided proportionately consistent with the current dues structure among the members in good standing or, upon a two-thirds vote of the membership, the assets remaining shall be transferred to a statewide organization committed to the advocacy for public transportation and mobility management.

ARTICLE III - MEMBERSHIP

Section 1. Eligibility/Application - Every applicant for membership shall make application to the Secretary on a prescribed form, which shall contain a certification that the applicant will abide by the Constitution and Bylaws, and will conform to such standards of business practice as may be adopted from time to time by the Association.

Applicants for membership as Regular Members shall identify their system class (Class I, II, III, IV, or Community Transportation, as defined in Act 26 of 1991). Those Regular Member applicants which are part of multiple system classes (as defined in Act 26 of 1991, as amended) will become a member of the class whose activities comprise the largest share of their operating budget as documented through Pennsylvania Department of Transportation (PennDOT) reporting procedures. Members will only be allowed to vote and/or hold elected office in the system class under which they are approved. Regular Members shall change their system class only as operating conditions warrant such a change. Any Regular Member wishing to change system class must provide documentation to the Board of Directors justifying their change in class. A change in class for a particular member must be approved by a twothirds vote of the Board of Directors.

All applicants for membership shall be presented for approval to the Board of Directors following receipt of the application. Upon an affirmative vote of not less than two-thirds of the Board of Directors, the applicant shall be approved for Association membership.

Section 2. Classification of Members - The Board of Directors shall determine the appropriate membership category for all members. Member classification is as follows:

A. Regular Members

1. Class I System - A local transportation organization or transportation company operating one thousand (1,000) or more transit vehicles in the peak period.

2. Class II System - A local transportation organization or transportation company operating more than three hundred (300) but less than one thousand (1,000) transit vehicles in the peak period.

3. Class III Systems - A local transportation organization or transportation company with three hundred (300) or less fixed-route transit vehicles in the peak period serving an urbanized area.

4. Class IV Systems - A local transportation organization or transportation company which serves a non-urbanized area and, during the 1990-91 fiscal year, received or was approved to receive funding under the Act of February 11, 1976 (P.L. 14, No. 10), known as the Pennsylvania Rural and Intercity Common Carrier Surface Transportation Act.

5. Class V Systems (Community Transportation) - This class shall consist of public private and non-profit agencies/companies with the authority to operate any form of organized public transportation service within the boundaries of Pennsylvania and which receive financial operating assistance directly from either federal or state sources.

B. Associate Members

1. Organizations or individuals engaged in manufacturing, supplying, or selling goods or services for the public transportation industry.

2. Organizations or individuals who are engaged in professional work of relevance to public transportation.

3. Any institution whose primary purpose is the education of students.

4. Former designated representatives of members of the Association who have retired, left the employment of their respective operating member company and who have not become affiliated with a company eligible for admission to the Association as Regular or Associate Members, but desire to lend their continued support to the objectives and activities of the Association. Such members shall be classified as Associate-Emeritus Members.

C. Affiliate Members - This class shall consist of members who have an interest in the mission and goals of the Association, and do not receive direct operating assistance from federal or state sources. Members of this class shall receive select mailings and information from the Association and shall be excluded from participating in the governance of the Association. This class shall include government entities such as Metropolitan Planning Organizations, Councils, Commissions or other bodies not acting as a public transportation agency operator or policy body in Pennsylvania.

Section 3. Withdrawal, Suspension and Expulsion of Members - Any member may withdraw from membership by giving written notice to that effect to the Chairman and Executive Director, accompanied by the payment of any and all outstanding dues and fees to the date of resignation. No part of dues paid by the member who withdraws is refundable. A member may be suspended or expelled from the Association by a two-thirds vote of the Board of Directors for violation of the bylaws and for non-conformance to current standards of business ethics and practice. However, such member shall be given the opportunity to be heard by the Board of Directors. A suspended member may be reinstated by a two-thirds vote of members present at a meeting of the Board of Directors.

Section 4. Non-liability of Members of the Association - In accordance with the provisions of Article XIII of the bylaws, no director, officer, member or staff of the Association shall be individually liable to creditors of the Association or for any indebtedness or liabilities of the Association and any and all creditors of the Association shall look only to the assets of the Association for payment of any such indebtedness or liabilities.

ARTICLE IV - MEETINGS

Section 1. Annual Meeting - An annual meeting of the Association shall be held in the spring at such place and time designated by the Board of Directors. Each member shall be given reasonable notice thereof. A minimum of thirty percent (30%) of the regular membership shall constitute a quorum for the purpose of conducting Association business. Robert’s Rules of Order shall govern the conduct at all meetings of the Association and the Board of Directors with the exception that the Chairman is permitted to make motions, to second motions and to vote on motions.

Section 2. Special Meetings - Special meetings of the membership may be called by the Chairman for any reason. The Chairman shall call a special meeting upon receipt of a written request from any six (6) Regular Members of the Association. The six (6) members shall notify the Chairman in writing of the subject matter to be discussed at that special meeting. A minimum of thirty percent (30%) of the regular membership shall constitute a quorum for the purpose of conducting Association business at special meetings. Robert’s Rules of Order shall govern the conduct at all meetings of the Association and the Board of Directors with the exception that the Chairman is permitted to make motions, to second motions and to vote on motions.

Section 3. Voting - At annual and special meetings of the membership, voting shall take place on the basis of one member, one vote.

In ordinary Association procedure at annual or special meetings of the membership of the Association, viva voce voting may be used and each Regular Member shall be entitled to one vote. Any member entitled to vote at Association meetings may demand a roll call vote (either viva voce or by ballot) on any question, and in such case, each voting member shall be entitled to one vote. A regular member may appoint a proxy voter, provided said voter submits a written proxy authorization prior to executing a proxy vote.

ARTICLE V - DUES AND FEES

Section 1. Annual Dues - Dues for Regular, Associate and Affiliate members shall be determined by the Board of Directors and voted on by the full membership. A two-thirds vote of regular members present at any meeting of the general membership is required to change dues. Associate-Emeritus members shall pay no dues. Members shall be required to annually certify to the Association their class of membership.

Section 2. Fees - The Board of Directors may fix such fees or charges as are just and reasonable for special services rendered by the Association.

Section 3. Non-Payment of Dues - Any member who shall become six (6) months in arrears in the payment of dues or fees shall be suspended and shall forfeit all rights to vote and to the services of the Association until such indebtedness has been paid, unless otherwise ordered by a two-thirds vote of the members as a meeting of the Board of Directors.

Any member in default of payment of dues or fees for one year after same became due and payable shall be automatically expelled from membership unless express action to the contrary is taken by two-thirds vote of the members present at a meeting of the Board of Directors.

ARTICLE VI - BOARD OF DIRECTORS

Section 1. Authority - The governing body of the Association shall be the Board of Directors, which shall have full power to do any and all things necessary or desirable in conducting the business of the Association, within the limitations provided in this Constitution and Bylaws. The statements of policy of the Association shall be formulated at the meetings of the Board of Directors, together with all functions and duties previously enumerated herein. The Chairman shall serve as the Chairman of the Board of Directors.

Section 2. Composition - The Board of Directors shall consist of sixteen members representing each class of system within the Commonwealth of Pennsylvania as follows:

1. Class I System - One board member to be appointed by the Executive Director or General Manager of the Class I System.

2. Class II System - One Board member to be appointed by the Executive Director or General Manager of the Class II System.

3. Class III Systems – Three board members to be elected by the Association membership in the Class III classification.

4. Class IV Systems – Three board members to be elected by the Association membership in the Class IV classification.

5. Class V Systems (Community Transportation) – Three board members to be elected by the Association membership in the Class V (Community Transportation) classification.

6. Associate Members - Two board members to be elected by association members in this classification. Associate members of the Board of Directors shall be non-voting members of the Board of Directors.

7. At-Large-Members – Three board members from classes 3, 4, and 5, with no more than two representing any one class, to be elected by the full association membership.

ARTICLE VII - ELECTION OF BOARD MEMBERS AND OFFICERS

Section 1. Election of the Board of Directors - Election of the Board of Directors shall be held by mail ballot or at the annual meeting of the Association for Class III, IV, V and Associate Members.

Section 2. Nominations - At least ninety (90) days prior to the annual meeting of the Association or the date set for the mail ballot, the Board of Directors shall appoint a nominating committee comprised of the most recently regularly elected representative from each class in which elections will be held. The nominating committee shall issue a call for nominations to each class and shall present a slate of candidates to the Board of directors for approval at least sixty (60) days prior to the annual meeting. Upon acceptance by the Board of Directors, the aforesaid nominations shall be announced to the voting members of each voting class not less than thirty (30) days prior to the opening day of the annual meeting of the Association or in the case of a mail ballot, not less than thirty (30) days prior to the date set for the election to be closed. Individual nominations may be made by any regular member, within each voting class at any time before the actual election. All ballots will allow for write-in candidates.

Section 3. Election to the Board of Directors - Election to the Board of Directors shall be by written ballot. A simple majority shall be necessary to be elected. The term of the newly elected board members shall be effective the day after the close of the annual meeting.

Class III, IV and V systems shall nominate and elect board representatives for a term of three years. Terms shall be staggered such that only one Board Member from each class shall be elected each year. Candidates may only run for election in their declared system class. No individual member can employ more than one Board Member at any given time.

Associate Members shall nominate and elect board representatives for a term of two years. Terms shall be staggered such that only one Board Member from the Associate Member class will be elected each year. No individual Associate Member can employ more than one Board Member at any given time.

Section 4. Election of Officers –

1. Once established, the Board of Directors shall annually elect the following officers from the board: Chairman; Vice Chairman; and Treasurer. The Secretary shall be the Association Executive Director and shall be a non-voting member of the Board of Directors. Associate Member representatives to the Board of Directors shall not be eligible to serve as officers. If any office is vacated, the Board of Directors shall hold an election to fill the vacated officer position. Officers of the association must be duly elected board members.

2. Within thirty (30) days of the annual meeting, the Secretary shall convene an organizing meeting of the Board of Directors at which time the Board shall elect officers and establish an annual calendar of quarterly meetings.

Section 5. Special Elections - In the event of a resignation or vacancy on the Board of Directors, the most recently regularly elected representative of the class with the vacancy shall serve as nomination chairman for a special election. A call for nominations will be issued to all members of the class with the vacancy. Upon acceptance of the candidates by the Board of Directors, mail ballots will be sent to the members of the class with the vacancy. All special election ballots will allow for write-in candidates. A simple majority shall be necessary to be elected.

ARTICLE VIII - RESPONSIBILITIES OF OFFICERS

Section 1. Chairman - The Chairman is the Chief Executive Officer of the Association. He/she will preside at all meetings of the Association and the Board of Directors. The Chairman shall develop the agenda for those meetings in consultation with the members of the Board of Directors and the Executive Director. He/she will be an ex-officio member of all committees.

Section 2. Vice Chairman - The Vice Chairman is empowered to act in the resignation, absence or disability of the Chairman in all Association matters. If the Vice Chairman is called upon to serve in the capacity of Chairman, he/she will continue to hold the office of Vice Chairman until the next annual election. The Vice Chairman shall be an ex-officio member of all technical committees.

Section 3. Treasurer - The Treasurer shall provide oversight of all the financial records, books and fiscal documents of the Association. He/she shall monitor, under the direction of the Chairman and the Board of Directors, all funds and securities of the Association and shall invest or direct to invest such funds as may be ordered by the Board of Directors in such a manner as it may approve. Except as the Board of Directors may otherwise provide, the Executive Director shall pay all bills by check in a timely manner after approval by the Treasurer. At each quarterly meeting of the Board of Directors, the Treasurer and Executive Director shall provide a full financial report.

Section 4. Secretary - The Secretary shall be the association’s Executive Director and a non-voting member of the Board of Directors. He/she will receive all monies, dues and assessments of the Association and deposit them in an account in the name of the Association to be disbursed in a manner here and after specifically provided. The Secretary shall be in charge of all non-financial records, books and official documents of the Association and shall maintain a permanent record of the minutes and proceedings of the Association. The Secretary shall be the communications officer of the Association.

ARTICLE IX - MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors shall hold regular meetings quarterly during the fiscal year, and shall hold such special meetings as may be necessary. The time and place of the meetings shall be fixed by the Chairman. Special meetings of the Board of Directors shall be called by the Chairman or by six (6) voting members of the Board of Directors. A majority of the voting members of the Board of Directors shall constitute a quorum at all meetings.

The Chairman shall give reasonable notice of all meetings to all Regular Members and all notices of special meetings shall, as far as practical, specify the business to be brought to the attention of the Board of Directors at such meetings. All meetings of the Board of Directors shall be open to any member who wishes to attend.

ARTICLE X - BOARD OF DIRECTORS VOTING

On the Board of Directors, each System Class represented shall have three votes. A two-thirds majority is required for passage of any board-level action. System Class members are not required to vote as a block with the exception of Class I and Class II. Class III, IV and V system members may vote independently within their class. The Board of Directors shall have full authority of the membership to act on its behalf with the exception of the following actions, which upon approval by the Board of Directors, shall be brought to the full membership for ratification by a two-thirds vote of the regular members present at any meeting of the general membership.

1. Adoption of the annual budget and business plan (including the legislative and regulatory agenda.

2. Amendments to bylaws.

3. Change in the dues structure.

4. Transfer of assets to another organization upon dissolution of the Association as provided in Article II.
Any issue brought to the full membership by the Board of Directors that is not ratified shall be referred back to the Board of Directors for further discussion and may be resubmitted to the membership for another vote.

ARTICLE XI – COMMITTEES

An Executive Committee of the Board of Directors shall be created which shall include the elected officers of the Board. If a class is not represented by an officer, the Board representatives of that class shall name a Board representative to serve on the Executive Committee, so as to achieve at least one representative per class. The Executive Committee shall be responsible for addressing only those items for which the full Board cannot be easily convened.

The Association Chairman shall annually form committees and appoint committee chairmen as necessary to conduct the business of the Association. With the advice of the appointed committee chairman, the association chairman shall appoint the members of each committee. These committees may include Membership Services, Operations, Maintenance and any other Committee, Ad Hoc Committee or Task Force deemed necessary by the chairman. All Committees shall report to the Board of Directors.

ARTICLE XII - ADMINISTRATION AND MANAGEMENT

Upon the approval of the Board of Directors, the administration and management of the Association shall be directed by a salaried or contracted Executive Director who shall manage and coordinate the functions and activities of the Association, and be directly responsible to the Board of Directors.

ARTICLE XIII - LIABILITY, INDEMNIFICATION AND INSURANCE

Section 1. Limitation of Liability - A director of the Association shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the director has breached or failed to perform the duties of his or her office under Section 8363 of the Pennsylvania Directors’ Liability Act (relating to standard of care and justifiable reliance) as amended from time to time, or any successor provision, and the breach or failure constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for payment of taxes pursuant to local, state or federal law.

Section 2. Indemnification - The Association shall indemnify any officer or director (or employee or agent designated by majority vote of the Board of Directors to the extent provided in such vote) who was or is a party or is threatened to be made a party to any administrative or investigative action (including action by or in the right of the Association) by reason of the fact that he or she is or was a director or officer (or employee or agent) of the Association or is or was serving at the request of the Association as a director or officer (or employee or agent) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. Officers and directors of any subsidiary of the Association shall be deemed to be persons acting as an officer or director of another corporation at the request of the Association. Indemnification pursuant to this Section shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Expenses incurred by an officer or director (or employee or agent) purportedly indemnified by this Section in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Association. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 2 shall continue as to a person who has ceased to be a director or officer (or employee or agent) of the Association and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 3. Insurance - The Board of Directors may, by a vote of a majority of the entire Board of Directors, authorize the Association to purchase and maintain insurance on behalf of any person who is or was a director or officer (or employee or agent) of the Association, or is or was serving at the request of the Association as a director or officer (or employee or agent) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of this Article. Furthermore, the Association may create a fund of any nature, which may, but need not be, under the control of a director or otherwise secure or insure in any manner its indemnification obligations referred to in Section 2 of this Article.

ARTICLE XIV - FINANCIAL AFFAIRS

Section 1. Revenue - All monies, funds and accounts of the Association received by the Secretary, as stated in Article VIII, shall be deposited in a commercial bank account(s). Checks may be drawn upon said account upon the signature of the Treasurer or the Chairman or Secretary. The affixing of the signature of any one of the three above is the legal authority necessary for the depository bank to pay said check.

Section 2. Audits - An annual audit of the said Association accounts(s) shall be conducted by a Certified Public Account selected by the Board of Directors, with the audit to be reviewed and accepted by the Board of Directors. Upon the acceptance of such annual audit, the Treasurer and Secretary, for the year covering such audit, shall be relieved of any and all liability and responsibility regarding funds of the Association for the period of time covered by their annual report.

Section 3. Investments - The Board of Directors shall be authorized to invest funds of the Association in a manner consistent with sound business practices. Authorized types of investments shall include the following instruments:

1. U.S. Treasury Bills

2. Short-term obligations of the U.S. Government and Federal Agencies.

3. Insured savings and checking accounts and certificates of deposit in banks, savings and loan associations and credit unions.

4. General obligation bonds of the Federal Government, the Commonwealth of Pennsylvania or any state agency, or any Pennsylvania political subdivision.

5. Shares of mutual funds whose investments are restricted to the above categories. The Treasurer, and those having the authority to sign checks, shall give bond for the faithful performance of the duties as the Board of Directors may determine and as may be required by law. The cost of the premium for such bond or bonds shall be paid for by the Association.

ARTICLE XV - FISCAL YEAR

The fiscal year shall begin on July 1 of each year and terminate on June 30 of each year.

ARTICLE XVI - ACCESS TO RECORDS

Records and documents of the Association shall be available for inspection by any member in good standing during the regular business hours and at the place of business of the Association, in accordance with the policies established by the board of directors, in accordance with policies established by the Board of Directors.

ARTICLE XVII - AMENDMENTS

Section 1. Procedure - This Constitution and Bylaws may be amended at any meeting of the Board of Directors by a two-thirds vote. The proposed amendment, together with the recommendation of the Board of Directors thereon shall be submitted to the general membership. The general membership must ratify the Constitution and Bylaws Amendment by a two-thirds vote of those present at any meeting of the general membership.

Each member of the Board of Directors shall be furnished at least thirty (30) days notice in advance of the meeting, a copy of any proposed amendments to be acted upon at such board meeting. Each voting member shall be furnished at least thirty (30) days notice in advance of the meeting, a copy of any board approved proposed amendments to be ratified at such Association meeting.

ARTICLE XVIII - EFFECTIVE DATE

Section 1: Effective Date of Bylaws or Amendments - Provisions of the bylaws of the Association or amendments, when adopted at any meeting, shall become effective upon adoption unless otherwise stated.

Adopted January 2, 1997
Amended April 13, 1998
Amended August 10, 1998
Amended December 8, 1998
Amended April 10, 2007
Amended August 13, 2007