This public body corporate, having been created pursuant to the Regional Public Transportation Authority Act, North Carolina General Statutes Chapter 160A, Article 27 (the “Act”) by resolutions of the governing boards of the municipalities of Burlington, Greensboro, High Point and Winston-Salem, and as chartered by the Secretary of State on July 17th, 1998, is named the Piedmont Authority For Regional Transportation (the “Authority”); and pursuant to the Act, the Authority’s Board of Trustees (the “Board”) has the power to make such by-laws for its operation as it may deem appropriate, not inconsistent with the Act. The by-laws of the Authority are as follows:
The principal offices of the Authority shall be located within the territorial jurisdiction of the Authority. The Authority may have offices at such other places within the State of North Carolina as determined by the Board.
Board of Trustees
Section 1. General Powers. The property, affairs, and business of the Authority shall be managed by or under the direction of the Board to the extent of the powers and authority granted to the Board by the Act.
Section 2. Composition of Board. The composition, qualifications and terms of office of the members of the Board shall be as provided in NC.G.S. 160A-635, as amended.
Section 3. Meetings. The Board shall establish, and may modify in its discretion, the time and place for its regular meetings. Special meetings may be called by the Chairperson or any two members of the Board by signing a written notice stating the time and place of the meeting and the matters to be considered. Only those matters specified in the notice may be dealt with at a special meeting unless all members are present or have signed a written waiver. The notice shall be delivered to each member of the Board either personally, or by mail or facsimile machine addressed to the member’s last known address, at least 48 hours before the time of the special meeting. Special meetings may also be held at any time when the Chairperson and all members of the Board are present and consent thereto, or when those not present have signed a written waiver of notice. During any regular meeting or any duly called special meeting the Board may call or schedule a special meeting, provided that the motion scheduling any such special meeting shall specify the time, place and matters to be considered at of such meeting and shall be adopted during an open session. Any regular or duly called special meeting may be adjourned to reconvene at a time and place certain.
Section 4. Quorum. A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, a majority of the Board members present may adjourn the meeting to another time and place. Notice of any such adjourned meeting shall be given to all Board members in accordance with Section 3 of the Article 11.
Section 5. Voting. Except for non-voting ex officio members, each member shall have one vote. An affirmative vote equal to a majority of the membership of the Board is required to take any action, unless otherwise specifically authorized by law or these by-laws. No person shall be entitled to exercise a proxy vote for any Board member. A member may abstain or be excused from voting only if the member has a direct financial conflict of interest and has been excused from voting by the Board. A failure to vote by a Board member in attendance shall be counted as an affirmative vote, unless the Board member has been excused from voting by the Board pursuant to this Section.
Section 6. Vacancies. Any vacancy occurring among the members of the Board shall be filled in the same manner as the vacated member’s original appointment.
Section 7. Committees. The authority may create in its discretion one or more committees or other advisory groups to assist the Authority in carrying out its functions, which may include or be composed of Board members or non-Board members.
Section 8. Compensation. Each member of the Board shall be paid by the Authority the sum of fifty ($50) dollars for each official meeting of the Board of Trustees the members of the Board of Trustees the members attends. Members of the Board may also be reimbursed for actual expenses necessarily incurred in the performance of duties, as authorized by the Board.
Section 9. Parliamentary Rules. Except where inconsistent with the Act or these by-laws, Robert’s rules of Order, as from time to time revised, shall govern the proceedings of the Board and its committees.
Officers, Agents, and Employees
Section 1. Officers of the Board. The Board shall annually elect a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer. The Chairperson and Vice-Chairperson shall be elected from among the members of the Board. A Board member may hold only one office on the Board at any one time.
Section 2. Election and Term of Office. Officers shall be elected at the first Board meeting in January of each calendar year, and those elected assume office upon election. If the election of officers is not held at a January meeting, such election shall be held as soon thereafter as is convenient to the Board. Officers shall hold office until their successors are duly elected.
Section 3. Vacancies. A vacancy in any office of the Authority may be filled by the Board, such appointment by the Board to continue until the expiration of the current term of the vacant office.
Section 4. Duties.
Chairperson. The Chairperson shall have the following powers and duties: to preside, when present, at all meetings of the Board: to sign and execute on behalf of the Authority all bonds, deeds, mortgages, debentures, contracts, or any other instruments of whatever nature, the Board has authorized to be executed: to perform all duties incident to the office of Chairperson and such other duties as may be prescribed by these by-laws or assigned by the Board from time to time.
Vice-Chairperson. The Vice-Chairperson shall have the power and authority of the
Chairperson and shall perform the duties of the Chairperson in case of disability or absence of the Chairperson, or when requested to perform such duties by the Chairperson, and shall perform such other duties as may from time to time be assigned by the Chairperson or by the Board.
3. Secretary. The Secretary shall have the following powers and duties: to attest or affix the seal of the Authority to all bonds, deeds, mortgages, debentures, contracts, or any other instruments or documents of whatever nature which the Board has authorized to be executed or which any Board member, officer, or staff member of the Authority has authority to execute; and to perform the duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Board.
4. Treasurer. The treasurer shall perform all the duties incident to the office of the treasurer, and such other duties as may from time to time be assigned by the Board.
5. Employees, Agents, Contractors. The Authority may employ or engage such employees, agents, contractors, consultants, attorneys, accountants, or others in the operation and management of the Authority as the Board deems advisable.
These By-Laws may be amended by the Board by at least a two-thirds vote of the membership of the Board at any regular of duly called special meeting.
Adopted this 1st day of December, 1998.