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MIST Documents- Bylaws

BYLAWS OF

Missoula Institute for Sustainable Transportation

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be ‘Missoula Institute for Sustainable Transportation’, also known as ‘MIST’

Section 2: MIST is organized exclusively for charitable, scientific and educational purposes, more specifically to help create sustainable transportation systems.

ARTICLE II - BOARD OF DIRECTORS

Section 1: Appointment of Initial Board of Directors. Initial Board of Directors shall be:

Colin Millar (Chair)    
Jeff Seward (Vice Chair)
Elizabeth Rose


Section 2: Board Role, Size, Compensation. The Board of Directors is responsible for overall policy and direction of the organization.  The Board of Directors is charged with delegating day-to-day operations to the organization director and committees. The Board of Directors shall have up to 12 and not fewer than 3 members. The Board of Directors receives no compensation other than reasonable expenses.

Section 3: General Meetings. The Board of Directors shall meet three times a year.  Meetings will be the 4th Tuesday of February, June and October at an agreed upon time and place.

Section 4: Special Meetings. Special meetings of the Board of Directors may be called by the Chair, the Executive Committee or one-third of the Board of Directors.

Section 5: Notice of Meetings. Notice of general meetings and special meetings shall be given to each voting member not less than ten days before the meeting.

Section 6: Board Elections. Except for the initial Board of Directors, Directors shall be elected by a majority vote of the current Board of Directors.

Section 7: Terms. Directors shall serve 3 year terms, and are eligible for re-election.

Section 8: Quorum and Voting. A quorum consists of at least fifty percent (50%) of the Board of Directors in office immediately before a meeting begins.  If a quorum is present, the affirmative vote of a majority of Directors present is the action of the Board of Directors.

Section 9: Indemnification of Directors.  Directors are indemnified from personal liability resulting from conduct when: 1) their conduct was in good faith and, 2) they reasonably believed their conduct was in the best interest of the organization.

ARTICLE III: OFFICERS

Section 1. Officers and Duties. There shall be four officers on the Board of Directors consisting of a Chair, Vice Chair, Secretary and Treasurer. Officers are authorized to carry out duties prescribed by the Board and the duties described below:

The Chair shall convene regularly scheduled Board meetings and shall preside or arrange for other officers to preside at other meeting in the following order: Vice-Chair, Secretary and Treasurer.

The Vice-Chair will chair committees on special subjects as designated by the board.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.

The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 2: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Vacancies will be filled only to the end of the departing Board member's term.

Section 3: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. The Secretary shall deliver the resignation to the Chair. A Board member shall be dropped if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed by a three-fourths vote of the Board of Directors.  7 days of notice must be given for a meeting where the Board of Directors will vote on removing a Director.

ARTICLE IV - COMMITTEES

Section 1: Committee Creation. The Board may create committees and appoint members to it.  The Board Chair appoints all committee chairs.  Each committee must have at least two members who serve at the pleasure of the Board of Directors.

Section 2: Executive Committee. The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes at least one other Board member at the Executive Director. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to Board members and the public.

ARTICLE V - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

ARTICLE VI – DISSOLUTION

Section 1: The Organization may be dissolved by a 3/4 vote of the Board of Directors.  Upon dissolution, no assets will pass to private interests and all assets of the organization will be distributed to satisfy debts of the organization or support other public benefit non-profit corporations.

These Bylaws were approved at a meeting of the Board of Directors of MIST on

May 22, 2007.