Revised by the ITA Board of Directors March 13, 2003

BY‑LAWS

OF

INDIANA TRANSPORTATION ASSOCIATION, INC.

ARTICLE I

Name and Purpose

Section 1. Name

The name of this Association is INDIANA TRANSPORTATION ASSOCIATION, INC.

Section 2. Purpose

The purpose of the Indiana Transportation Association is:

‑ To carry out the general functions of a trade organization and to provide information for its members through publications and the sponsorship of meetings and conferences.

‑ To help promote the interests of its members through programs of education and information outreach for its members, the general public, and special publics in Indiana and elsewhere.

‑ To disseminate Association information to local, state, and federal levels of government to protect, advocate, and advance the interests of its members.

‑ To act as a liaison with government on the state and local level in Indiana and with key governmental agencies, such as the Indiana Department of Transportation, the Public Service Commission of Indiana, the U.S. Department of Transportation,

and the Federal Transit Administration.

‑ To act as a liaison with other trade organizations in Indiana, such as the Indiana Association of Cities and Towns, and the State Chamber of Commerce; to work with trade organizations in other states; and to act as a liaison with such national organizations such as the American Bus Association, the United Motorcoach Association, the American Association of State Highway and Transportation Officials, and the American Public Transportation Association.

ARTICLE II

Seal

Section 1. Seal

The corporate seal shall be in the form of a circle and shall set forth the full name of the Association, the word "Indiana", and the year of its incorporation.

ARTICLE III

Membership

Section 1. Admission to Membership

Membership in this association is open to those parties operating vehicles for the transportation of passengers and activities connected with, or having a community of interest with, passenger transportation; included may be private firms, co‑partnerships, corporations, public transportation corporations, city departments, human service agencies, consulting firms, manufacturers, vendors, planning agencies, and governmental agencies. Membership is granted to organizations, not individuals. After favorable review and recommendation of the Executive Director, membership may be granted by approval of the President.

Section 2. Classes of Membership

The membership shall be divided in the following divisions:

A. Operating Members

1. Private Operators

The members of this division shall consist of common and private operators engaged in charter and/or special operations and other carriers of passengers operating service between cities and towns.

2. Public Transportation Operators

The members of this division shall consist of publicly owned common carriers of passengers operating within cities and/or suburban territory in the State of Indiana, including carriers operating in multi‑state urbanized areas. Any operator receiving funding from the Public Mass Transportation Fund (PMTF) shall be included in this division, but receipt of PMTF funding is not a prerequisite.

3. Service Providers

Members of this division shall include, but not be limited to human service agencies engaged in transportation of passengers for their own programs. Agencies providing service to the general public are also members of this division as long as it is not-for-profit and does not receive funding from the Indiana Public Mass Transportation Fund.

B. Associate Membership

Associate membership shall be open in the following categories:

1. Governmental Agencies

This includes universities, cities, towns, counties, townships, chambers of commerce, and other associations.

2. Planning Agencies

This includes metropolitan planning organizations and other agencies involved with planning.

3. Business Membership

This includes manufacturers, suppliers, consultants, or other vendors of services or materials supporting the operation of carrier members, and other members.

ARTICLE IV

Dues

Section 1. Initiation fee

There shall be no initiation fee.

Section 2. Operating Members

A. Private Operators

1 The minimum annual dues for Private Operators operating in or through Indiana shall be $250.00.

2. The annual dues for Private Operator members shall be based on the number of revenue vehicles owned and/or operated by the member in or through the State of Indiana. Such dues shall be based upon the following schedule:

One (1) to Five (5) buses $250.00

Six (6) to Fifteen (15) buses $500.00

Sixteen (16) to One‑hundred (100) buses $750.00

Over One‑hundred buses (100) buses $2,000.00

3. New Private Operators that operate over 100 buses will have a special rate of $1,500.00 for the first year and shall pay the rate of $2,000.00 thereafter.

B. Public Transportation Operators

1. The minimum annual dues for Public Transportation Operators shall be two hundred fifty dollars ($250.00). The maximum annual dues for Public Transportation Operators shall be seven thousand five hundred dollars ($7,500.00).

2. The annual dues of Public Transportation Operators shall be computed as .25% (1//4 of one percent) of the amount of Public Mass Transportation Fund funding allocated to that operator by the Indiana Department of Transportation in the current state fiscal year.

3. If an operator does not receive funding from the Public Mass Transportation Fund but still qualifies as a Public Transportation Operator, its dues shall be computed at .1% of operating expenses experienced in its fiscal year immediately before the year billed.

C. Service Providers

1. The minimum annual dues for a Service Provider shall be two hundred fifty dollars ($250.00). The maximum dues for a Service Provider shall be one thousand dollars ($1,000.00).

2. The annual dues of a Service Provider shall be computed at .1% of operating expenses experienced in its fiscal year immediately before the year billed.

Section 3. Associate Members

The annual dues for the Associate Members shall be as follows:

1. Governmental Agencies $250.00

2. Planning Agencies $250.00

3. Business Members $200.00

Section 4. Date of Payment of Dues

Dues shall be paid in full to the Executive Director by the first day of April. Dues invoices will be mailed by the Executive Director by the 15th of January. Dues of new members who join the Association after the 1st of January but before July 1st shall pay full dues. Those who join July 1st through December 31st shall pay one‑half the annual rate.

Section 5. Late Dues

The Executive Director shall report to the Board of Directors at every meeting those members whose dues are not paid and the Board of Directors shall determine the appropriate action. When a Business Member is two years behind in dues payment, the Executive Director may remove them from the official list of active members without consulting the Board of Directors. Delinquent dues shall cause removal of an organization as a Member. An operating Member can also be removed from the Roster of Members by its own request or by an act of the Board of Directors. Delinquent dues shall be defined as dues not paid within six (6) months from the date of the invoice.

Section 6. Changes in Dues

Changes in the dues structure must be approved by majority vote of the General Membership.

ARTICLE V

Government

Section 1. Board of Directors

The general business and property of this Association shall be conducted and controlled by a Board of Directors consisting of Members to be elected as follows: all Public Transportation Operators that contribute over $2,000.00 in annual dues, three (3) to be elected by the Private Operators from the ranks of the Private Operators, five (5) to be elected by the members of the Small Operators Committee from the ranks of the members of the Small Operators Committee, and a total of three (3) Associate Members from the ranks of the Associate Members. In no event shall any member organization have more than one employee on the Board of Directors.

Section 2. Terms of Office.

Board Members shall serve two (2) year terms which shall be set to begin and end at the Annual Meeting in every odd number calendar year.

Section 3. Executive Committee

The officers of the Association, the Chairperson of the Small Operators Committee, and the Immediate Past President shall serve as an Executive Committee. The President of the Association shall serve as Chairman. The Executive Director shall serve as an ex‑officio member.

Section 4. Small Operators Committee

A Small Operator Committee shall include all Public Transportation Operators that contribute $2,000.00 or less in annual dues. The responsibility of this committee shall be to advise the Board of Directors on issues that affect its members. The members of this committee shall annually elect a chairman and vice-chairman who shall have the authority to call meetings as needed. Other than voting for representatives to the Board of Directors annually, all actions of this committee shall be of an advisory nature.

Section 5. Voting Rights

A. In General Membership votes, all Members in good standing of the Association shall have one (1) vote, except as described in Article V, Section 5B. Each member organization shall designate one (1) employee to vote in General Membership votes and to serve as the primary contact to the Association. In Board of Director votes, all Members in good standing who are on the Board of Directors shall have one vote, except as described in Article V, Section 5B.

B. Any Member that contributes 15% or more of the total amount of the Association's most recent past year of dues revenue shall have two (2) votes in all General Membership votes and shall have two (2) votes in all Board of Directors votes.

C. A quorum for the purpose of conducting official General Membership and Board of Director Business shall consist of one‑third of the eligible voters, plus one (1).

D. A simple majority of those Directors present at an official Board meeting is required to establish a decision by the Board of Directors.

E. All Members shall have voting rights in General Membership votes except for Business Members.

F. Votes of the General Membership and of the Board of Directors can be considered official without a meeting as long as the Executive Director or President distributes and receives written or electronic ballots with a majority of the eligible voters either in favor or opposed to the proposal.

Section 6. Voting by Proxy

A. In General Membership votes, any employee of the organization may vote on behalf of the Member as long as the designated representative of the Member notifies the President or Executive Director before the meeting. If no representative can attend, the Member may vote by written ballot on a specific issue only if the Member has notified the President or Executive Director of their desired vote before the meeting.

B. In Board of Director votes, any employee of the Board Member's organization may attend and vote on behalf of the designated Board Member as long as the designated Board Member has notified the Executive Director or President before the meeting. This designated representative will count in determining a quorum. If no one can attend on behalf of the Board Member, the Board Member may vote by written ballot on a specific issue as long as they notify the President or Executive Director of their desired vote before the meeting.

Section 7. Special Assessments

The Board of Directors may choose, by majority vote, to levy a special assessment for the express purpose of funding a project to benefit a sub‑group of ITA members if they determine that the project is not of mutual benefit to a majority of members. Payment of the special assessment is voluntary but the Board of Directors shall retain the power to terminate the project if the funds are not available.

ARTICLE VI

Officers

Section 1. Officers

The officers of the Association shall consist of a President, an Executive Director, a First Vice‑President, a Second Vice‑President (one Vice President from a Private Operator member and one Vice President from a Public Transportation Operator member), and a Treasurer.

Section 2. Elections and Appointments

The President, First Vice‑President, Second Vice‑President, and Treasurer shall be elected for two (2) year terms by majority vote of the General Membership. The Executive Director shall be appointed by the Board of Directors. Upon agreement between the Board and the Executive Director, an employment contract of no more than three (3) years duration may be negotiated between the Executive Director and the Board of Directors.

Section 3. Standing Committees

The President may appoint the following principal standing committees, of which membership of each will consist of at least three members and the Executive Director.

Finance Committee

Audit Committee

Legislative Committee

The Chairman of each of the committees shall be appointed by the President. The Executive Director shall be an ex‑officio member of each committee. The President, on the advice of the Executive Director or the Board of Directors, may name other committees for specific purposes.

Section 4. Removal of Officers

Any officer or director of this Association may be removed from office by majority vote the Board of Directors, for cause.

ARTICLE VII

Duties of Officers

Section 1. President

It shall be the duty of the President to call for meetings of the Board of Directors, to preside at all meetings of the Association, and at all meetings of the Board of Directors. The President shall appoint the chairmen and members of the standing committees and all other additional necessary committees and shall perform all other duties usually pertaining to this office.

Section 2. Vice‑Presidents

It shall be the duty of the First Vice‑President to preside at all meetings of the Association and at all meeting of the Board of Directors during the absence of the President, and to perform all the duties pertaining to that office. Upon the absence of the First Vice‑President, the Second Vice‑President shall assume these duties.

Section 3. Treasurer

The Treasurer shall account for the financial affairs of the Association as directed by the Board of Directors. The Treasurer shall report to the Board of Directors at each regular Board meeting.

Section 4. Executive Director

The Executive Director, under the direction of the Board of Directors, shall be the principal operating officer of the Association, and in that position shall serve as an ex-officio member of the Board of Directors. The Executive Director shall manage all business affairs of the Association, including all contractual obligations, expenditures, and receipts of funds. The Executive Director will work closely with the Treasurer, the Finance Committee, and the Audit Committee on all financial matters. Each year, working in conjunction with the Treasurer and the Finance Committee, the Executive Director will present an annual operating budget for the Association to the Board of Directors for their approval. A quarterly report to the board on business and legislative matters will be presented by the Executive Director at each quarterly Board of Directors meeting.

The Executive Director shall initiate and be responsible for all official outside contacts of the Association, shall coordinate all legislative efforts, and shall act as the principal legislative contact‑person. In line with the purposes of the Association, the Executive Director will maintain contact with all other associations, groups, public officials and governmental bodies that will help foster the goals of the Association.

The Executive Director will also be responsible for publishing a regular newsletter for Association members and other parties the association wishes to inform of major matters of interest to the Association. In addition, the Executive Director shall be responsible for all mailings and outreach efforts; to this end, the membership list and mailing list will be kept up to date and made available upon request to all members of the Association. The Executive Director will also be responsible for keeping minutes of all board meetings and, as an ex‑officio member of all standing committees, will also see that minutes are kept of these meetings.

The Executive Director shall also be responsible for coordinating and arranging for all meetings of the Board of Directors and standing committees, and shall have responsibility for coordinating all arrangements for the Annual Meeting and any other public or quasi‑public meetings of the Association.

ARTICLE VIII

Duties of Committees

Section 2. Executive Committee

The Executive Committee shall act on behalf of the Board of Directors to provide policy guidance and advice to the Executive Director when it is impractical to call meetings of the entire Board of Directors. The Executive Committee shall also be responsible for reviewing, negotiating, and providing advice to the entire Board of Directors concerning the Association's contract with the Executive Director and the Association's lobbyist.

Section 2. Finance Committee

The Finance Committee shall monitor the financial situation of the Association and shall work closely with the Executive Director and the Treasurer. A special task of the committee shall be to monitor the fiscal condition of the association and recommend the dues structure for the forthcoming year to the Board of Directors at each annual meeting of the Association.

Section 3. Audit Committee

The Audit Committee will closely observe all financial transactions of the Association as well as the performance of the Association on non‑financial matters. The audit committee shall advise the Board of Directors when an outside audit employing the services of an independent accounting firm is warranted.

Section 4. Legislative Committee

The Legislative Committee will work with the Executive Director in establishing the Association's annual legislative program and in promoting that program with elected officials.

Section 5. Other Committees

The duties of other committees shall be prescribed by, or approved by, the Board of Directors.

ARTICLE IX

Meetings

Section 1. Annual Meeting

The annual meeting of this Association shall be held on the date at the time and place to be fixed by the Board of Directors.

Section 2. Special Meetings

Special meetings of Association members may also be held at such time as fixed by the Board of Directors, provided that not less than ten (10) days notice shall be given to each members of any such special meeting. Special Meetings of the Board of Directors may be held upon call of the President or the Executive Director, or shall be called upon the written request of at least fifty percent (50%) of the members of the Board of Directors, on not less than seventy‑two (72) hours notice.

Section 3. Regular Meetings

The Board of Directors shall hold four (4) regular meetings each year, during or near the months of February, May, August and November, on the call of the President or the Executive Director, with at least ten (10) days prior notice.

ARTICLE X

Amendments

Section 1. By‑Laws

The by‑laws of the Association may be adopted, amended or repealed at any meeting of the Board of Directors or at the Annual Meeting by a majority vote of the General Membership, after notification has been given to all members of the Association at least thirty (30) days before this meeting.

ARTICLE XI

Order of Business

Section 1. Order of Business

The order of business at each meeting of the Board of Directors shall be:

Reading of the Minutes of the preceding meeting

Reports of Officers

Reports of Committees

Unfinished business

New business

Discussion of topics of interest

Adjournment

ARTICLE XII

Suspension and Expulsion

Section 1. Members

The Board of Directors, shall have the power by majority vote, to expel, or suspend, for cause, any of its members.

ARTICLE XIII

Rules of Order

Section 1. Rules of Order

Roberts Rules of Order shall be the Parliamentary authority of this Association.