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The Purpose, Powers, Fiscal Year, and Officers of the Northwest Vermont Rail Trail Council, herein referred to as the Council, shall be as stated in the Articles of Association.
A. Any municipality through which a recreation trail under the auspices of the Council passes and any individual, organization, or firm interested in furthering the objectives of the Council shall be eligible for membership. Members of any Friends of the Trail or other group established by the Board of Directors shall have membership rights on the Council as determined by the Board.
B. A Board of Directors shall oversee the normal activities of the Council. Voting members on the Board of Directors include: any representative appointed by such municipality as described above, and eight members at large to be elected by the membership at the annual meeting. Vacancies occurring during the year may be filled by appointment by the board to serve until the next annual meeting.
C. Non-voting, ex-officio members of the Board of Directors shall include three representatives, one each to be appointed by the Vermont Agency of Transportation, the Vermont Department of Forests, Parks and Recreation, and the Northwest Regional Planning Commission. Such ex-officio members may, at the discretion of the voting board members, be excluded from any discussion concerning contract negotiations with the relevant organization.
D. In the event that any member of the Board sustains three consecutive absences the Board may:
1. If the board member is an appointed member, notify the appointing body of the absences.
2. If the Board member is an elected member, the board shall contact the absent member and determine whether there is continued interest in serving on the board. If not, the Board may deem the member to have resigned.
E. Membership fees shall be established by the Board.
A. The Board shall appoint such committees as it deems appropriate.
B. The Board may appoint an executive committee to carry out the work of the Board between regular Board meeting. The executive committee shall consist of the officers of the Council and such other members as the Board shall appoint.
A. The Board shall meet at least four times per year.
B. Special meetings of the Board or Council may be called at any time by the President, or by petition of at least five members of the Board or 10 Council members.
C. The Secretary shall notify members of regular meetings and special meetings at least 10 days in advance. The notice shall include the time, place, and general nature of the business to be transacted.
D. The annual meeting of the Council shall be held in January of each year.
A. The officers of the Council shall be the President, Vice-President, Secretary and Treasurer.
B. The duties of the officers are as follows:
1. The President shall preside at all meetings of the Board and Council. The President shall be an ex-officio member of all committees except a nominating committee. The President shall have the usual powers of supervision and management as they may pertain to the office of President and perform such other activities as may be designated by the Board or Council. The President shall sign contracts upon approval of the Board. If one has been established, the Board may designate the executive committee to finalize a contract.
2. The Vice-President shall, in the event of absence, disability, or death of the President, posses all the powers and perform all the duties of the office, until such time as the Council shall elect one of its members to fill the vacancy. The Vice President shall also perform such duties as the President may designate.
3. The Secretary shall keep minutes of all meetings of the organization, or shall designate a minute keeper. The secretary shall perform such other functions as may be incidental to the office.
4. The Treasurer shall be the custodian of all monies, shall deposit them in a bank approved by the Board, and shall disburse the same only upon order of the Board. In the event a contract is approved by the Board with a third party to perform bookkeeping functions, the Treasurer shall oversee those functions. The Treasurer shall present financial statements to the Board at their regular meetings, and to the Council at the annual meeting.
C. The officers shall be elected by ballot for one-year terms from the membership at the annual meeting of the Council. A nominating committee appointed by the Board will present a slate of officer candidates. Additional candidates may be nominated from the floor at the annual meeting. Officers shall continue in office until relieved by their successors, and may serve an unlimited number of terms.
A quorum for a Board meeting shall consist of at least 50% of the voting members and for Council meetings, at least 10%.
The Bylaws may be amended by a two-thirds majority of those members voting on proposals of amendments at a duly notified meeting of the Council. Such proposals for amendments shall be set forth in the notice of the meeting and changes to the amendment dealing with the same subject matter may be proposed from the floor.
Business shall be conducted in accordance with the most recent edition of the "Roberts Rules of Order."
Adoption Date: April 15, 1998
The preceding was copied on May 24, 1998 using a scanner and OCR software by Kenyon F. Karl <railtrails@crosswinds.net>. Unintentional errors are likely!
