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BYLAWS of NC Metropolitan Coalition
NAME, ORGANIZATION AND OBJECTIVES Section 1. Name. This organization shall be known as the "North Carolina Metropolitan Coalition," to be sometimes hereinafter referred to as the "Coalition." Section 2. Organization. The Coalition shall operate as a nonprofit corporation under the laws of the State of North Carolina and within Section 501(c)(4) of the Internal Revenue Code. It shall have such powers and authority as may be provided by law and shall further operate as an affiliate organization of the North Carolina League of Municipalities (the "League"), subject to the limitations and privileges thereof. The Coalition may submit issues and make recommendations directly to the Board of Directors of the League or to any of the League's Standing Policy Committees. The Coalition will not pursue legislative goals and policies in conflict with those adopted by the League. Section 3. Objectives. The Coalition shall serve as an instrumentality of the various units of local government that comprise its membership for the purpose of promoting the interchange of ideas and experiences among municipal officials and investigating, studying, discussing, recommending and promoting policies, regulations, and legislation that would encourage the continued development of the urban areas of the State of North Carolina as livable, environmentally sound, and economically viable centers. Specific issues affecting its members which may be considered by the Coalition shall include, but not be limited to, development and funding of public transportation systems, air quality and highway congestion, criminal justice, zoning and land use, and urban growth. ARTICLE II OFFICES Section 1. Principal Office. The principal office of the Coalition shall be at the same location as the registered office or such other place as may be designated by the Board of Directors. Section 2. Registered Office. The registered office of the Coalition shall be at 215 North Dawson Street, Raleigh, North Carolina, 27603. Section 3. Other Offices. The Coalition may have offices at such other places as the Board of Directors may from time to time determine. ARTICLE III MEMBERSHIP Section 1. General Members. Any incorporated city, town, or village located within the State of North Carolina that has a population of 25,000 persons or more may become an active general member of the Coalition upon payment of any required annual service fee. Population for determining general membership eligibility shall be calculated on a fiscal year basis from the most recent population estimates as certified by the Office of State Budget, Planning and Management, or such other successor office, department or agency as carries out the functions thereof. Section 2. At-Large Members. A maximum of five units of local government, public authorities, or special districts, as defined in the North Carolina Local Government Budget and Fiscal Control Act, may become active at-large members of the Coalition upon the invitation of the Board of Directors and upon payment of any required annual service fees; provided, that such units, organizations or entities have demonstrated a direct and significant interest in the objectives of the Coalition. Section 3. Membership Privileges. General members and at-large members shall have equivalent rights and obligations. As each member shall be entitled to designate a member of the Board of Directors, no member shall have the right to vote on any matter. ARTICLE IV BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Coalition shall be managed by the Board of Directors or by the Executive Committee as established pursuant to these Bylaws. Section 2. Members and Terms. The Board of Directors shall be composed of one representative from each active member of the Coalition. Each such representative shall be the Mayor or chief presiding officer of the member or a person designated by the Mayor or chief presiding officer. The terms of Directors shall commence and expire at each annual meeting of the Directors. There is no limitation on the number of terms that an individual may serve as a Director, successively or otherwise. Should any Director discontinue for any reason such Director's official position with the member the Director represents, such Director's position shall immediately become vacant. ARTICLE V MEETINGS OF DIRECTORS Section 1. Annual Meeting. An annual meeting of the Board of Directors shall be held each year in conjunction with the Annual Conference of the League at such place and time as may be determined by the Board. Section 2. Regular Meetings. The Board may, from time to time, establish a schedule of regular meetings. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or any two Directors. Section 4. Notice of Meetings. At least ten (10) days before each meeting, regardless of its type, written notice of the time and place thereof and the business to be transacted, shall be delivered to each member of the Board by mail or facsimile, at the address or facsimile number furnished by such member to the Secretary of the Board; provided, however, that business other than that given in the notice may be conducted at a meeting upon an affirmative vote of the majority of the Board. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed addressed envelope, with postage prepaid. Notice of meetings shall be provided in like manner to the President of the League and to the Executive Director of the League at such address or facsimile number as shall be furnished by them to the Secretary of the Board. Section 5. Quorum. A majority of the number of Directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 6. Voting. Each member of the Board shall have one vote. Members of the Board must be present, or deemed to be present, in person to vote and members of the Board may not vote by proxy. The act of the majority of the Directors present, or deemed to be present, at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 7. Electronic Meetings. Any one or more, or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members of the Board participating may simultaneously hear each other during the meeting. A member of the Board participating in a meeting by this means is deemed to be present in person at the meeting. Section 8. Procedure at Meeting. The Chair shall preside at all meetings of the Board of Directors. In the absence of the Chair, the Vice Chair shall preside. Except where inconsistent with the provisions of law or these Bylaws or otherwise provided by the Board, Robert's Rules of Order shall govern the conduct of meetings of the Board. ARTICLE VI OFFICERS Section 1. Officers. The officers of the Coalition shall consist of a Chair, Vice Chair, Secretary and Treasurer. The duties of the officers shall be those prescribed by these Bylaws and any additional duties as from time to time prescribed by the Board of Directors. Section 2. Election and Term. With the exception of the Secretary, all officers shall be elected by the Board at the annual meeting and shall hold their offices for a term of one year or until the succeeding annual meeting and until their successors are elected. The Executive Director, who shall be appointed by the Executive Committee and hold office at its pleasure, shall serve as Secretary. All officers except the Secretary shall be elected from among the members of the Board of Directors. Should any officer discontinue for any reason such officer's official position with the Coalition member the officer represents, such office shall immediately become vacant. Section 3. Vacancy. Any vacancy occurring in an office shall be filled by the Board of Directors at a special meeting duly called for such purpose. Such substitute officer shall serve the remaining term of the applicable office. Section 4. Compensation. No officer other than the Secretary shall receive compensation for services as an officer other than reimbursement for any expenses incurred by the officer in the performance of his duties as authorized by the Board of Directors. Compensation of the Secretary shall be fixed by the Board of Directors. Section 5. Chair. The Chair shall preside at all meetings of the Board and of the Executive Committee and, with the exception of the Executive Committee, appoint other committees as deemed necessary. The Chair shall be principal executive officer of the Coalition and, subject to the control of the Board of Directors, shall supervise the control and management of the Coalition in accordance with these Bylaws. The Chair shall perform all duties incident to the office and such other duties as may be prescribed by the Board from time to time. Section 6. Vice Chair. The Vice Chair, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Chair, perform the duties and exercise the powers of that office, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. In addition, the Vice Chair shall perform such other duties and have such other powers as the Board of Directors shall prescribe. Section 7. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors, the Executive Committee and such other Committees as may be created. The Secretary shall give all notices required by law and by these Bylaws and shall have general charge of the corporate books and records and of the corporate seal, and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall perform all duties incident to the office and such other duties as may be assigned, from time to time, by the Chair or the Board of Directors. Section 8. Treasurer. It is anticipated that the Coalition shall enter into agreements with the League pursuant to which the League will provide financial management services to the Coalition. The Treasurer shall oversee the provision of such financial services by the League and shall conduct an annual review of the Coalition financial records and report the results thereof to the Board of Directors. ARTICLE VII COMMITTEES Section 1. Generally. The Chair may create such committees from among the Board of Directors as are necessary from time to time to assist in the accomplishment of the objectives of the Coalition. Section 2. Executive Committee. An Executive Committee is hereby created which shall consist of the Chair, Vice-Chair, Treasurer and two additional members elected by the Board of Directors from among its membership. At all times between meetings of the Board of Directors, the Executive Committee shall have and exercise all powers of the Board of Directors, except that it shall not have the power to take any action which is contrary to, or a substantial departure from, the direction established by the Board of Directors, or which represents a major change in the affairs, business, or policy of the Board. Between meetings of the Board of Directors, the Executive Committee shall have administrative control and direction of all of the affairs of the Coalition. Section 3. Committee Meetings. Meetings of the committees may be called by the chair of the committee, or by the Chair with regard to the Executive Committee, by giving written or oral notice of the meeting at least three (3) days before the meeting specifying the time, place, and agenda of the meeting. Notice thereof shall be provided in like manner to the President of the League and to the Executive Director of the League. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting of such committee. Members of a committee must be present, or deemed to be present, in person to vote and members may not vote by proxy. The act of a majority of the committee members present, or deemed to be present, at a meeting at which a quorum is present shall be the act of the committee. Any one or more, or all the members of a committee may participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all members of the committee participating may simultaneously hear each other during the meeting. A member of a committee participating in a meeting by this means is deemed to be present in person at the meeting. Except where inconsistent with the provisions of law or these Bylaws or otherwise provided by the Board of Directors, Robert's Rules of Order shall govern the conduct of committee meetings. ARTICLE VIII EXECUTIVE DIRECTOR Section 1. Appointment. An Executive Director shall be appointed by and serve at the pleasure of the Executive Committee. The Executive Committee shall establish conditions of employment and compensation for the position and shall establish a position description outlining general responsibilities and job assignment instructions more specifically defining duties and tasks. The evaluation of job performance of the Executive Director shall be by the Executive Committee. Section 2. Duties and Responsibilities. The Executive Director shall be responsible for providing advice and assistance to the Board of Directors, the Chair, the other officers, and the committees and shall be responsible for administering the operations of the Coalition. Lobbying activities engaged in by the Executive Director shall be accomplished in coordination with the League. The Executive Director shall serve as Secretary of the Coalition and shall have such other powers and perform such other duties as may be provided by the Board of Directors or the Executive Committee. ARTICLE IX FINANCIAL AND OTHER AFFAIRS Section 1. Receipt and Disbursement of Funds. The Coalition may receive funds from any legal source and disburse funds for any purpose authorized under these Bylaws and actions of the Board of Directors. Section 2. Annual Service Fees. The Board of Directors shall establish annual service fees to be paid by each member and may, from time to time, formulate and charge assessments to be paid by members. Billing and due dates for annual service fees and assessments shall be determined by the Board of Directors. Section 3. Annual Budget. The Board of Directors shall annually adopt a budget for the Fiscal Year. Section 4. Distribution of Assets Upon Dissolution. Upon the dissolution of this corporation for any reason whatsoever, the assets of the Coalition, after provision for the payment of lawful debts and obligations of the Coalition, shall be divided among the members on the basis of their pro-rata contribution to the Coalition in that fiscal year. Section 5. Contracts. The Board of Directors, or the Executive Committee, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Coalition, and such authority may be general or confined to specific instances. ARTICLE X INDEMNIFICATION Section 1. Expenses and Liabilities. To the fullest extent and upon the terms and conditions from time to time provided by law, the Coalition shall indemnify any and all of its officers, directors, employees, and agents, against liability and reasonable litigation expenses, including attorneys' fees incurred by them, in connection with any action, suit, or proceeding in which they are made or threatened to be made a party by reason of being or having been such director, officer, employee, or agent (excluding, however, liability or litigation expenses which any of the foregoing may incur in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of their duties). Section 2. Insurance. The Coalition shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Coalition against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. ARTICLE XI GENERAL PROVISIONS Section 1. Seal. The corporate seal of the Coalition shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed "SEAL"; and such seal, as impressed on the margin of this page, is adopted as the corporate seal of the Coalition by the adoption of these Bylaws. Section 2. Waiver of Notice. Whenever any notice is required to be given to any Director by law, by the Articles of Incorporation or by these Bylaws, a waiver of the notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be equivalent to the giving of the notice. Section 3. Fiscal Year. The fiscal year of the Coalition shall commence on July 1 of each year and end on June 30 of the following year. Section 4. Amendments. These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors then holding office at any regular or special meeting of the Board of Directors. Section 5. Gender. In interpreting these Bylaws, all masculine nouns or pronouns shall be deemed to refer equally to the feminine gender. Duly adopted and made effective by the Board of Directors of the North Carolina Metropolitan Coalition at its meeting held in the City of Fayetteville, North Carolina on October 15, 2000. |