BIG EASY PEDICAB ASSOCIATION
(adopted 2013-10-09, amended 2014-02-11)
ARTICLE I: NAME, MISSION, AND PURPOSES
Section 1.01. Name. The name of the organization is BIG EASY PEDICAB ASSOCIATION
and is D.B.A.
Section 1.02. Mission. The Organization’s mission is to support community stakeholders of the local pedicab industry in New Orleans.
Section 1.03. Purpose. The Organization is organized exclusively for the purpose of promoting "social welfare" of a local association of self-employed pedicab operators.
Section 1.04. Undefined. reserved
Section 1.05. Exempt Purposes Regulatory Compatibility. reserved
Section 1.06. Dissolution. Upon dissolution of the Organization, after paying or adequately providing for the debts and obligations of the Organization, the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Unique dissolution regulations of each subordinate organization of the Organization shall first be considered before remaining assets owned by BEPA shall be dissolved. (amended 2013-10-09)
Section 1.07. Earnings. No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, any of its members, trustees, officers or other private persons, except that the Organization shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes.
Section 1.08. Equality Statement. Big Easy Pedicab Association does not discriminate on the basis of race, religion, creed, color, sex (including pregnancy and gender identity), national origin, ancestry, age, disability, physical handicap, mental handicap, medical condition, family medical history, genetic information, sexual orientation, parental status, marital status, political affiliation, military service, veteran status, or any other non-merit based factors.
ARTICLE II: BOARD OF TRUSTEES
Section 2.01. Selection. Trustees shall be selected first via nomination from the Primary Trustee then by 2/3rd majority vote of current Board of Trustees. If less than two (2) Trustees, then Trustees shall be appointed by the Primary Trustee and approved after appointee has accepted in the form of a written and signed the Board of Trustees Agreement.
ARTICLE III: AUTHORITY AND DUTIES OF TRUSTEES
Section 3.01. Authority of Trustees. The Board of Trustees is the policy-making body and may exercise all the powers and authority granted to the Organization by law.
Section 3.02. Number, Selection, and Tenure. The Board shall consist of not less than two (2) trustees. Each trustee shall hold office for a term of three (3) years. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled first by nomination of the Primary Trustee and then a majority vote of the remaining trustees. In the event of a tie vote, the President shall choose the succeeding trustee. Trustees will elect their successors. A trustee elected to fill a vacancy shall be elected for the unexpired term of that trustee’s predecessor in office.
Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the Organization of written notification. Resignations may also be submitted with a given date of resignation.
Section 3.04. Regular Meetings. The Board of Trustees shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.05. Special Meetings. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.06. Notice. Meetings may be called by the President or at the request of any two (2) trustees by notice emailed, mailed, telephoned, telegraphed, SMS text message, or any other communication channel that is commonly used by both parties to each member of the Board not less than forty-eight (48) hours before such meeting.
Section 3.07. Quorum. A quorum shall consist of a majority of the Board attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the trustees is present at said meeting, a majority of the trustees present may adjourn the meeting on occasion without further notice.
Section 3.08. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Trustees (including amendment of these Bylaws) may be taken without a meeting if all the members of the Board consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board as the case may be.
Section 3.09. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.10. Committees. The Board of Trustees may, by resolution adopted by a majority of the Trustees in office, establish committees of advisors to the Organization composed of at least one (1) person which, except for an Executive Committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Organization.
Section 3.11. Nominating Committee. There shall be a Nominating Committee, composed of the President and at one (1) other member of the Board of Trustees. Each member of the committee shall have one (1) vote and decision shall be made by the majority.
Section 3.12. Reimbursement. Trustees shall serve without compensation with the exception that expenses incurred in the furtherance of the Organization’s business are allowed to be reimbursed with documentation and prior approval. In addition, Trustees serving the Organization in any other capacity, such as staff, are allowed to receive compensation therefore but within limitations of state and federal law.
ARTICLE IV: AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Officers. The officers of the Organization shall be Trustees and roles shall include a President, a Treasurer, a Secretary, and such other officers as the Board of Trustees may designate. Any two (2) or more offices may be held by the same person.
Section 4.02. Appointment of Officers; Terms of Office. The officers of the Organization shall be elected by the Board of Trustees at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New officers may be created and filled at any meeting of the Board of Trustees. Terms of office may be established by the Board of Trustees, but shall not exceed three (3) years unless reappointed or until a successor is duly qualified and elected.
Section 4.03. Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification. Resignations may also be submitted with a given date of resignation.
Section 4.04. Removal. An officer may be removed by the Board of Trustees at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Board’s judgment the best interests of the Organization will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.05. President. The President shall be a trustee of the Organization and will preside at all meetings of the Board of Trustees. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Trustees, and shall perform such other duties as on occasion shall be assigned by the Board of Trustees.
Section 4.06. Treasurer. The Treasurer shall be a trustee of the Organization and will preside at meetings of the Board of Trustees in the absence of or request of the President. The Treasurer shall also report to the Board of Trustees at each regular meeting on the status of the Organization’s finances. The Treasurer shall work closely with any paid or volunteer executive staff of the Organization to ascertain that appropriate procedures are being followed in the financial affairs of the Organization, The Treasurer shall perform other duties as requested and assigned by the President, subject to the control of the Board of Trustees.
Section 4.07. Secretary. The Secretary shall be a trustee of the Organization and shall keep the minutes of all meetings of the Board of Trustees in the books proper for that purpose. The Secretary shall perform such other duties as occasionally may be assigned by the Board of Trustees.
Section 4.08. Paid Staff. The Board of Trustees may hire such paid staff as they deem proper and necessary for the operations of the Organization. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board. The wages paid will be determined by the Board of Trustees.
ARTICLE V: INDEMNIFICATION
Every member of the Board of Trustees, officer or employee of the Organization may be indemnified by the Organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Organization, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Organization. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE VI: ADVISORY BOARDS AND COMMITTEES
Section 6.01. Establishment. The Board of Trustees may establish one or more Advisory Boards or Committees.
Section 6.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Trustees.
ARTICLE VII: MEMBERS
Section 7.01. Classes. The classes of membership shall be called “BEPA Pedicabber” (amended 2013-02-11), “BEPA Leader”, “BEPA Borrower”, and “BEPA Data” (amended 2013-09-24)
Section 7.02. Qualifications. Qualification for all members is defined as being a licensed pedicab driver in New Orleans. Qualification for unique memberships are as outlined here:
Section 7.03. Resignation. Resignations of membership are effective upon receipt by the Secretary of the Board of Trustees of a written notification. Resignations may also be submitted with a given date of resignation. (amended 2013-09-24)
Section 7.04. Termination of Membership. Termination of membership is currently undefined and shall be established by the Board of Trustees. (moved 2013-09-24)
Section 7.05. Dues. Dues for unique memberships are as outlined here:
Section 7.06. Meetings. The annual membership meeting is currently undefined and shall be established by the Board of Trustees.
Section 7.07. Benefits. The benefits for unique memberships are as outlined here:
ARTICLE VIII: FINANCIAL ADMINISTRATION
Section 8.01. Fiscal Year. The fiscal year of the Organization shall be January 1 - December 31 but may be changed by resolution of the Board of Trustees.
Section 8.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Trustees or of any committee to which such authority has been delegated by the Board.
Section 8.03. Deposits and Accounts. All funds of the Organization, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Trustees or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Organization, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Organization, checks, drafts, and other orders of the Organization may be endorsed, assigned, and delivered on behalf of the Organization by any officer or agent of the Organization.
Section 8.04. Investments. The funds of the Organization may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Trustees in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(4) of the Internal Revenue Code.
ARTICLE IX: BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Organization shall be kept at the office of the Organization. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Trustees.
ARTICLE X: AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Trustees, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.