Bylaws of the OTA

The transportation of people is a vital public service that should be provided in the most cost effective and efficient way possible. Transportation service should be available and accessible to all types of public. Cooperation amongst categories of transportation providers in matter of common concerns will benefit all the people served.

Article 1: Name & Purpose

Section 1 – Name

The name of this organization is the Oregon Transit Association.

Section 2 – Purpose

The purpose of the Association is to assist members in the development and improvement of efficient, safe and convenient transportation services, techniques and methods, facilities and equipment.

To develop and disseminate information and assistance in connection with administrative and judicial actions and decisions of common interest to all transportation providers.
To cooperate in the development of professional growth and the maintenance of high professional standards among members of the Association.
To assist in research and investigation to improve public transportation.
To formulate and promote state legislation of common interest to transportation providers of this state and to oppose legislation detrimental thereto.
To promote effective communication between governmental bodies and agencies and transportation providers and assist in the development of statewide and local policies on public transit and support adoption and implementation of such policies.
To cooperate with and contribute recommendation to the Oregon Congressional Delegation and the American Public Transit Association in items of common interest to transportation provider in matters of national legislative actions.
To promote the development of and cooperate with organizations defined in Article II.
To do any and all things necessary and proper for the benefit of transportation providers with the state.

Article 2: Membership

Section1 – Eligibility

The following classes of transportation providers are eligible for membership in the Association.

Any unit of local government authorized and regulated by statute known as a Mass Transit District.
Any unit of local government authorized and regulated by statute as a Transportation District.
Any City, County or federally recognized Indian tribe in Oregon that provides transportation services.
Any organization designated by the State of Oregon whose function includes the planning or providing of transportation services.
Any organization designated by the State of Oregon as a privately owned, or a partnership-owned, profit-centered business whose primary function is the transportation of the public or special categories of the public.
A business or an association thereof engaged in production, sales or distribution of transit related equipment, services, or supplies, or a business or association thereof supporting and encouraging transit use among its employees.

Section 2 – Membership Acquired

Any eligible transit provider may become a member by notifying the Association of its decision to do so and by paying the membership dues for the current year. Membership can only be continued from year-to-year by payment of the membership dues when due.

Article 3: Associate Membership

Section 1 – Eligibility

Any person, partnership, limited partnership, public or private cooperation of governmental entity not eligible for full membership.

Section 2 – Voting

Associate members shall not have voting privileges.

Section 3 – Membership Dues

The membership dues for all categories of Associate Members shall be set by the Board of Directors.

Section 4 – Membership Aquired

Any applicant for associate membership may become an associate member by notifying the Association and by paying in advance appropriate membership dues established in Section 3 for the current year. Membership can only be continued from year-to-year by payment of the membership dues when due.

Article 4: Board of Directors

Section 1 – Membership

The Board of Directors shall consist of a representative from the following dues paying members as shown.

a) 1 from Tri-Met
b) 1 from Salem Area Transit
c) 1 from Lane Transit
d) 1 from Rogue Valley Transit
e) 1 from Basin Transit
f) 2 from transportation districts with population less than 50,000
g) 2 from City, County, Municipal Government or federally recognized Indian tribe in Oregon
h) 2 from a Private, Non-Profit Organization
i) 1 from a Private, For-Profit Organization
j) 1 from a Rural Transportation Provider
k) 1 member at large
l) 1 from the Transportation Alternatives Group of Oregon
m) The Manager of the Oregon Public Transit Division

If there is no representative willing to serve as a Director in any of those members listed in this section, the position or positions may be filled by the Board of Directors from members at large until the next election. Board of Directors terms shall be for a period of two years.

Section 1.1 – Executive Director

The Executive Director of the Association shall serve as an ex-officio member of the Board of Directors.

Section 2 – How Elected

Directors for membership categories (a) through (e) shall be appointed by their organizations to serve. Directors for membership (f) through (k) shall be selected by an election of the membership of the Oregon Transit Association. The election shall be held at the annual meeting in any year during which the term of the Director expires. Directors can be either elected or appointed officials of transportation providers as defined in Section 1- Membership.

Section 3 – Disqualification

In the event a Director leaves his or her position as an official of a member organization, his or her position shall be declared vacant.

Section 4 – Vacancies

Vacancies on the Board shall be filled by appointment by the Board of a representative from the category of membership vacated within sixty (60) days of vacancy.
A position on the Board of Directors shall be declared vacant when a person holding such a position fails to attend two consecutive duly called meetings for which such person has received notification except when a person is prevented from attendance due to illness, absence from the state, or previously excused by the President.
A Director may resign in writing, at any time, to the President thereby creating a vacancy.

Section 5 – Meetings and Quorum

Regular meetings if the Board shall be held no less than quarterly at a time and place to be determined by the Board. A quorum exists when 50% of the members of the Board of Directors are present and accounted for. The President shall vote only in the event of an even (tie) vote. Special meetings of the Board may be held at the call of the President or at the request of any three members by giving not less that five (5) days notice.

Section 6 – Conference Call Meetings

Notwithstanding any other Section under this Article, a meeting of the Board of Directors may be held by phone conference call if the notice and quorum limitations are met.

Section 7 – Duties and Powers

The Board of Directors shall have general supervision over all affairs of the Association subject to the will of the Association expressed at any duly called meeting. The Board of Directors shall appoint the Executive Director who shall hold office at the pleasure of the Board. The Board of Directors shall formulate policies of the Association subject to the expressed will of the Association and shall direct the activities of the Executive Director. The Board of Directors shall do any and all things necessary to accomplish the purpose of the Association.

Article 5: Officers & Executive Committee

Section 1 – Officers

The officers of the Association shall be the President, Vice President and Treasurer, each of whom shall be elected by and from the Board of Directors. The officers and Immediate Past President shall comprise the Executive Committee.

Section 2 – Terms of Office

All officer terms shall be for a period of two years or until a successor is elected. Elections will take place at the January Board Meeting of even-numbered years. An officer may not serve more than two consecutive full terms in any given office.

Section 3 – Vacancies

Except for vacancy in the office of the President, any vacancy in office shall be filled by the President subject to the approval of the Board of Directors within sixty (60) days of the vacancy. If the office of President becomes vacant, the Vice President shall immediately succeed to the office of President.

Section 4 – Executive Committee

The Executive Committee shall have the power to act on behalf of the Board of Directors consistent with direction given by the Board of Directors.

Article 6: Committees

The Board of Directors shall select active members of the Association for membership to the various committees needed for the business of the Association.

Section 1 – Legislative Committee

The Legislative Committee shall consist of the Executive Committee and any number of active members as the Board determines. The Board of Directors shall formulate legislative policies and shall direct the legislative activities of the Executive Director. The Legislative Committee may request members to attend legislative hearings for the benefit of the Association and its members.

Section 2 – Nominating Committee

The President of the Association shall appoint a Nominating Committee for the purpose of nominating a slate of Directors. Nominations will be submitted to the Board of Directors prior to the annual meeting.

Section 3 – Operations Committee

The Operations Committee shall consist of representatives from each of the member organizations. The purpose of the Operations Committee will be to share operational methodologies, technologies, philosophies and strategies, and to assist fellow systems in resolving issues by lending resources and/or skills and abilities. The Operations Committee will elect its own chair and develop its own agenda.

Section 4 – Maintenance Committee

The Maintenance Committee shall consist of representatives from each of the member organizations. The purpose of the Maintenance Committee will be to share maintenance methodologies, technologies, philosophies and strategies, and to assist fellow systems in resolving issues by lending resources and/or skills and abilities.The Maintenance Committee will elect its own chair and develop its own agenda.

Section 5 – Communications Committee

The Communications Committee shall consist of representatives from each of the member organizations. The purpose of the Communications Committee will be to share transit/TDM marketing strategies, philosophies, market research, message development, media relations, collateral materials, and public/private partnership development information and to assist fellow systems in resolving issues by lending resources and/or skills and abilities. The Communications Committee will elect its own chair and develop its own agenda.

Section 6 – Other Communities

The President may, with the approval of the Board of Directors, appoint such other committees as necessary.

Article 7: Finances

Section 1 – Budget

The Executive Committee shall prepare and submit to the Board of Directors prior to the April Board Meeting a proposed budget for the Association for the ensuing fiscal year which shall adequately provide for all activities of the Association.
An annual audit shall be conducted and results distributed to the Board.

Section 2 – General Membership Dues

The membership dues shall be based upon the Association’s approved budgetary requirements and will be assessed to the membership. The Board shall determine the dues structure for all categories of membership and may adjust dues in exceptional circumstances.

Section 3 – Associate Membership Dues

The membership dues for an Associate Members shall be set by the Board of Directors.

Section 4 – Billing

Billing for the annual membership dues for the fiscal year July 1 through June 30 will be sent out by May 15 of each year and dues are to be paid by August 1 of each year. Billing may be prorated for new members and is to be paid within thirty (30) days of membership.

Section 5 – Accounting

Annual dues shall be accounted for and shall not be expended unless authorized by the adopted budget and only for the purposes of the Association.

Section 6 – Expenditures

Detailed reports of receipts and expenditures shall be made to the Board of Directors at their regularly scheduled meetings.

Article 8: Association Office & Executive Director

Section 1 – Association Office

There shall be maintained an Oregon Transit Association office at which all pertinent Association papers, files and property are to be kept. Association office will be staffed by the Executive Director and other employees of the Executive Director’s choosing. Office staff shall be accessible to members and to the public by phone, fax and electronic communications.

Section 2 – Executive Director

The Executive Director of this Association shall be a competent, qualified individual and a resident of the State of Oregon. Educational and experience requirements shall be determined by the Board of Directors.
The Executive Director of the Association is responsible for the maintenance of the Association office and staff and for Association communication, membership, finances, public relations/marketing, legislative activities and all other activities as determined by the Board of Directors.
The Executive Director shall be employed by the Board of Directors and shall serve at the pleasure of the Board.

Section 3 – Salary

The Executive Director shall receive a salary, which shall be fixed by the Board of Directors, and shall be adjusted annually to reflect the Portland, Oregon CPI. Any merit adjustments will be based upon performance, as determined by an annual review by the Executive Committee. This annual evaluation will be developed by the Executive Committee with the approval of the Board of Directors.

Section 4 – Office Expenses

All expenses connected with the operation of the Association office and all necessary travel expenses incurred by the Executive Director shall be paid by the Association.

Article 9:Miscellaneous

Section 1 – Annual Meeting

The annual meeting of this Association shall be held at the discretion of the Board of Directors prior to the first day of November.The place of the meeting shall be determined by the Board of Directors. The program of the meeting shall be arranged by or under the direction of the Board of Directors.

Section 2 – Special Meetings

Special meetings for the entire Association may be called by an affirmative vote of two thirds of the Board of Directors.

Section 3 – Seminar/Training Meetings

Seminar or training meetings may be called any time by the Board of Directors for the benefit of one or more categories of transportation providers as describes in ARTICLE IV, Section 1 or for transportation providers interested in a particular subject.

Section 4 – Parlimentary Rules

All questions of parliamentary procedure shall be decided according to Robert’s Rules of Order, Newly Revised.

Section 5 – Voting

Each member transit provider represented will be entitled to one vote at all meetings at which the vote of the membership is appropriate. The vote shall be cast by the official representative of the transportation provider. The voting member shall be noted during the registration at the annual meeting. Alternate delegates may be named to vote during the absence of the official Representative, as described in Article II, Section 1.

Section 6 – Property

This Association is authorized to purchase, receive, hold and manage property, both real and personal, and may lease, sell or otherwise dispose of the same.

Section 7 – Notices

All notices herein shall be in writing.

Article 10: Bylaws

Section 1 – AMENDMENT OF BYLAWS

These Bylaws may be amended by the affirmative vote of a majority of the Board of Directors at a regular meeting of the Board or at a special meeting of the Board duly an regularly called and held.

Section 2 – DISTRIBUTION OF AMENDMENT TO BYLAWS

All members of the Board of Directors and all members of the Association shall be mailed or e-mailed a written copy of the proposed amendment(s) with statement of reason therefore not less than fourteen (14) days before the matter is voted upon by the Board of Directors.

Adopted 10/28/86
Revised 06/25/90
Revised 05/15/91
Revised 06/03/91
Revised 06/12/91
Revised 01/17/95
Revised 10/28/97
Revised 02/08/00
Revised 01/08/02
Revised 11/08/04
Revised 4/11/06