Bylaws

Transportation Solutions Arapahoe County

Article I: Organization

The name of the organization is Transportation Solutions Arapahoe County, also known as TSAC, which serves as the Local Coordinating Council (LCC) for Arapahoe County. 

Article II: Mission and Vision

A. Mission

TSAC is a community-based group that collaboratively works to learn, identify, and facilitate the transportation needs and solutions within Arapahoe County.  

B. Vision

To have a sustainable, person-centered, coordinated transportation system that supports individuals’ dignity, independence, and quality of life.  

Article III: Membership

A. Membership in TSAC 

  1. Advocacy organizations and non-profits – non-governmental organizations that serve and advocate for populations who would be affected by changes in mobility and access in Arapahoe County;

  2. Government agencies - local and state government agencies that work with people who would be affected by changes in mobility and access in Arapahoe County;

  3. Transportation providers – organizations that are involved in the planning and/or provision of passenger transportation in Arapahoe County;

  4. Residents and users of the transportation system – residents and users of passenger transportation services in Arapahoe County who have an active interest in improving mobility and access in Arapahoe County.

  5. Dues will be paid by those wishing to vote. They will be referred to as “the membership” or “members” in these bylaws.

B. Rights and Responsibilities of Members

  1. TSAC will have an open attendance meeting policy, with no limits on who can attend.

  2. Members will be expected to be active and engaged.


Article IV: General Membership Meetings

A. Regular meetings

Regular meetings of the general membership will be held at least six (6) times per year. Agenda, date, time, and location will be set by the Board of Directors. An annual membership meeting shall be held in the first quarter of each year.

B. Notice of Meeting

Written notice of meetings shall be by U.S. Mail or email. Unless otherwise specified, notice of the meeting is required to be sent at least a week in advance of any meeting.

C. Presiding Officer

The Chair of the Board shall be the presiding officer of all meetings of TSAC or, in her/his absence, the Vice Chair, thence to the Secretary, thence to the Treasurer.

D. Quorum

The presence of five (5) members shall constitute a quorum for voting at any meeting of the membership.

E. Voting

Only members whose dues are paid in the current membership year may vote. Cumulative, proportional and/or proxy voting are prohibited, unless otherwise requested by the Board of Directors or at least five (5) members. A majority vote shall carry the issue.

F. Special Meetings

1 . The Chair may call a special meeting at the written request of:

a. Any member of the Board of Directors or;

b. Upon receiving written notice of at least five (5) members of formally by mail or email.

2. Within three (3) business days of such request for a special meeting, a date for said meeting must be established and the meeting must be held within 2 weeks of the request.

3. Written notice of such special meeting shall be by U.S. Mail or email. Notice of the meeting shall be sent 2 weeks in advance of the meeting and shall include the purpose of the meeting.

G. Conflicts of Interest

Members of TSAC will make good faith efforts to recognize real or perceived conflicts of interest and to disclose them to the Chair or other member of the Board and TSAC. A member may not vote on any issue that constitutes a conflict of interest for the member.

H. Rules of Order

Bob's Rules of Order shall govern all matters of procedure at any meetings of the Board of Directors or TSAC.

Article V: Board of Directors

A. Composition

The Board shall consist of not less than three (3) nor more than five (5) members.

B. Election

The TSAC Board will be composed of interested members who will help organize and run the organization and provide continuity of leadership. Interested parties will be elected by the membership in a annual membership meeting.

C. Term of Office

1. Directors shall serve a term of two (2) years from their election and may serve an additional two (2) year term.

2. Officers may be removed by a three-fifths (3/5) vote of the TSAC members present at a meeting at which a quorum exists.

D. Vacancy

In the event of a vacancy, the vacancy shall be filled by appointment of the Board and that person shall serve for the remainder of that term. That person would be eligible for election at the next regular election.

E. Meetings

The Board of Directors shall meet at least quarterly for the purpose of planning TSAC meetings, consistent with Article III, Section B1. The Board of Directors may call a special meeting of the Board, as provided under Artivle IV, Section F.

Article VI: Officers of the Board of the Corporation

Chair, Vice Chair, Secretary, and Treasurer shall be elected from among the interested members of TSAC. The office of the Chair may not be combined with any other office. Any two other offices may be combined, as necessary, to perform the required duties.

A. Chair

It shall be the duty of the Chair to act as the general executive officer of TSAC: to preside at all meetings of TSAC; to convene the Board of Directors; and to appoint, with the advice and consent of TSAC, such non-elective persons, employees, and committees as are deemed necessary.

B. Vice Chair

It shall be the duty of the Vice Chair to perform the functions and duties of the Chair in the event of the Chair's absence and such other duties and functions as the Board may prescribe.

C. Secretary

It shall be the duty of the Secretary to take charge of all records, documents, and papers belonging to this organization, to conduct such official correspondence of TSAC as requested by the Chair, to take notes at all meetings of TSAC, and make such other reports as may be requested by the Board.

D. Treasurer

It shall be the duty of the Treasurer to take charge of all monies belonging to TSAC; to deposit same at a federally-insured depository approved by the Board; and to pay out same, countersigned by at least one other member of the Board; to make Treasurer Reports regularly to the membership; and such other reports as may be requested by the Board.

Article VII: Financial

A. Dues

The annual membership dues, as referred to in these Bylaws, and the payment of which qualifies a member as active and able to vote in the meetings, shall be an amount set by the Board of Directors and approved by the membership and, thereafter, collected once each fiscal year. TSAC may also accept donations.

B. Expenditures

All reasonable and necessary expenses incurred in the course of normal TSAC business may be reimbursed, if approved by the Board of Directors. Expenses in excess of fifty dollars ($50.00) must be approved by the membership.

C. Fiscal Year

The fiscal year of this organization shall run from July 1 through June 30.

Article VIII: Advocacy

TSAC shall not support, represent, or become identified with any political candidate or elected official. It may, however, advocate for transportation issues before the municipalities in Arapahoe County, the Arapahoe County Board of Commissioners, or the State Legislature as approved by the members of TSAC.

Article IX: Amendments

Amendments to these Bylaws may be made by the membership at any meeting called by the Chair. Any amendment shall be considered adopted if it receives an affirmative vote of a three-fifths (3/5) majority of the members present. Proposed amendments shall be submitted in writing/email to the Board of Directors at least thirty (30) days prior to the meeting at which it is to be considered for adoption.

TSAC-2023-08.31