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WHEREAS since 1989 NCDOT and the State of North Carolina and Federal agencies have been considering the construction of the Mid-Currituck Sound Bridge ("MCSB") and all involved State and Federal agencies are now reviewing the long-term area-wide transportation needs of Dare and Currituck Counties prior to final planning, funding and construction decisions that will be made regarding the MCSB; and WHEREAS the ultimate decision regarding whether the MCSB will be built or highways NC 12 through Southern Shores and Duck and US 158 from Barco to Southern Shores widened or a combination of these two or some other alternative(s) will have significant and permanent consequences for the future well-being and/or existence of homes, businesses and the way of life that residents and visitors on the Northern Outer Banks have enjoyed for generations and worked hard to create and protect; and WHEREAS, many residents, property owners, business operators and visitors on the Northern Outer Banks are in favor of the MCSB and opposed to any alternative that involves widening the sections of North Carolina Highways 12 and 158 referenced previously, hereafter referenced as aforementioned roads; and WHEREAS, the time has come for like-minded persons to work together to ensure that those who support the MCSB and oppose widening the aforementioned roads have their opinions and the facts supporting those opinions considered by those in authority who will decide whether or not to build the MCSB or some other alternative; and NOW, THEREFORE, a not-for-profit corporation has been formed by individuals to effectively represent its members and to participate in the aforementioned decision making process to ensure that those who seek to protect and preserve the way of life for the affected communities have their views presented, which corporation shall be regulated and its business conducted in accordance with these bylaws. ARTICLE I Name and Objectives of the Corporation Section 1. Name. The corporation shall be
known as Build the Bridge, Preserve Our Roads, Inc. (1) Protect the economy, environment,
culture and historic integrity of the affected communities in Dare and
Currituck counties through appropriate highway improvements, including the
construction of the MCSB and excluding widening North Carolina Highways 12
and 158, as mentioned previously; ARTICLE II Membership and Dues Section 1. Membership. The corporation shall initially have one class of members. Membership is available to any entity or person of voting age who subscribes to the purposes of the corporation. Section 2. Annual Dues. Annual dues shall be set periodically by the Board of Directors and shall initially be $25.00 for individual members and $100.00 for corporate members. ARTICLE III Meetings Section 1. Membership Meetings. Membership meetings shall be held semi-annually of which one shall constitute the annual meeting. The Board of Directors shall determine the time and place of semi-annual meetings. Section 2. Annual Meetings. The first annual meeting shall be held on the Friday of Thanksgiving weekend. The dates of subsequent annual meetings shall be determined by membership attending the first meeting. The purposes of said meeting are to: (1) Elect officers, directors and the nominating committee; (2) Present the budget for the coming year; (3) Report on programs and efforts of the corporation; (4) Transact any other business or take any other action requiring the vote of the membership. Section 3. Notice. Notice of the annual and semi-annual meetings shall be mailed to the last recorded address of each member at least ten (10) days and not more than fifty (50) days before the time appointed for the meeting. All notices of meetings shall set forth the place, time, and purpose of the meeting, the nominating committee's proposed candidates, and any other major agenda items. Section 4. Special Meetings. The President or the Board of Directors at its discretion may call special meetings. Upon the written request or petition of 25% of the members, the Board of Directors shall call a special meeting to consider a specific subject or subjects. Notice for any special meeting is to be given in the same manner as for the annual and semi-annual meeting. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the members. Section 5. Quorum. A majority of the members present in person or by proxy shall be necessary to constitute a quorum for the transaction of business. Section 6. Voting. Every member present, when a motion or election is under consideration, shall vote thereon, unless excused. Voting by proxy shall be allowed and proxies shall be in writing and signed, but need not be sealed, witnessed, or acknowledged, and shall be filed with the Secretary at or before the meeting. Any member or partner of a firm member, or officer of a corporate member, may represent it at any meeting. Any firm or corporate member may be represented at any meeting by any person designated by it for that purpose; but such firm or corporate member shall only be entitled to one vote. If the manner of deciding any question has not otherwise been prescribed, it shall be decided by majority vote of the members present in person or by proxy. Section 7. Order of Business and
Parliamentary Authority. Roberts Rules of Order, Newly Revised Edition,
shall govern the corporate meetings in all cases that are applicable and
not in conflict with these bylaws. SECTION IV Officers Section 1. Officers. The Officers of the corporation shall be a President, Vice President, Secretary and Treasurer. They shall be elected at the annual meetings as designated under Article VII. Officers must be members in good standing of the corporation. Section 2. The President. The President shall preside at all meetings of the Board of Directors and of the membership. The President shall be ex-officio member of all committees except the nominating committee. The President shall have the usual powers of supervision and management as pertains to that office and perform such other duties as may be designated by the Board. Section 3. The Vice President. The Vice President shall act in the President's stead in the event of absence, disability or resignation, and perform such other duties as may be designated by the President or the Board. Section 4. The Secretary. The Secretary shall keep the minutes of all Board and general membership meetings. The Secretary shall sign with the President all contracts and other instruments authorized by the Board. Section 5. The Treasurer. The Treasurer shall collect and receive all monies due. The monies shall be deposited in a bank designated by the Board. The Treasurer shall present statements to the Board at their regular meetings and prepare a report for the annual meeting. An auditor or audit committee selected by the Board will review the books annually. ARTICLE V Board of Directors Section 1. Number, Election and Term of Office. A Board of Directors shall manage the corporation. Each Director shall be at least 18 years of age and shall be a member in good standing of the corporation. The Board of Directors shall consist of nine (9) members, as follows: two representatives from the civic and business communities of Duck, and one representative appointed by the Town of Duck; two representatives from the civic and business communities of Southern Shores, and one representative appointed by the Town of Southern Shores; and three representatives from the private, civic and business sectors of Currituck County. Southern Shores and Duck representatives are to be appointed by their respective town councils. Currituck County representatives are to be volunteers from the business, civic and private sectors for Currituck County identified by an adhoc nominating committee. In the event. any local government, or in the case of Currituck County, the adhoc nominating committee, chooses not to appoint or fails to appoint a Director to represent it on the Board of Directors within thirty (30) days of the annual meeting, then the elected Directors shall appoint additional Directors as deemed necessary to carry out the business of the corporation. The initial Board shall consist of those persons set forth in the Articles of Incorporation and shall serve until the first annual meeting, and until their successors have been duly elected and qualified. Thereafter, at each annual meeting, the membership shall elect directors as set forth herein and below. Each director shall hold office until the expiration of the term for which he was elected, and until his successor has been duly elected and qualified or until his prior resignation or removal as hereafter provided. The Board may increase the number of Board members to include individuals from other communities affected by the decisions of the transportation study while maintaining an uneven number of total Board members. Section 2. Duties. The Board shall have full charge of the property and business of the corporation with full power to manage and conduct same, subject to instructions from the membership on issues placed before them. It shall plan and direct the work to carry out the purpose of the corporation. The Board may create special committees, as it deems necessary. It shall have oversight on all printed materials for public release. The Board may retain professional consultants such as, but not limited to, attorneys, engineers, scientists and other similar consultants, as the Board may deem necessary from time to time to help the corporation promote its purposes and represent the interests of its members in public meetings and forums, including administrative and/or judicial proceedings, at which issues relevant to the corporation's interests are being discussed. A majority of Board members must approve new obligations of funds over $1,000.00 or matters requiring legal action. Section 3. Meetings. The Board shall meet at least quarterly. The President may call special meetings of the Board to conduct corporate business. Except in cases of emergency, the members shall have five (5) days written or oral notification of all Board meetings. A majority of the Board shall constitute a quorum and authorized to conduct business. Section 4. Vacancy. Any variances on the Board may be filed by a majority vote of the remaining members of the Board to stand until the next annual meeting. Section 5. Removal. Any or all of the members of the Board of Directors may be removed with or without cause by majority vote of the members of the Corporation. The Board of Directors may remove any Director thereof for cause only, by affirmative vote of five (5) members. Removal of a Board member, who is also an officer, shall also result in the removal from that office. ARTICLE VI Elections Section 1. Officers and Directors. The term of office shall be for two (2) years. The President and Secretary shall be elected in odd-numbered years. The Vice President and Treasurer shall be elected in even-numbered years. Elected Directors shall serve for two (2) years. Appointed Directors, for one (1) year. Section 2. Nominating Committee. There shall be a three (3) person Nominating Committee. At each annual meeting, two (2) of the members of the Nominating Committee will be elected by the general membership and one (1) shall be appointed by the Board of Directors from its membership at its first meeting following the annual meeting. The Nominating Committee shall meet as necessary prior to the annual meeting to develop recommendations for the filing of any upcoming vacancies among the Officers and Board of Directors and its recommendations shall be set forth within the notice of the annual meeting. Section 3. Voting. Each member may vote for each vacancy either in person or by proxy as set forth in Article III above. Prior to the election of officers, directors and the Nominating Committee, the floor shall be opened for nominations for additional candidates to fill the various vacancies. For any position for which these is only one (1) candidate, that candidate may be elected by motion, second and vote. For each position for which there is more than one candidate, voting shall be by written ballot only. Section 4. Qualifications. No person shall be elected to serve as an Officer, Director or member of the Nominating Committee who is not a voting member of the corporation. ARTICLE VII Financial Administration Section 1. Fiscal Year. The Fiscal year shall be January 1 through December 31. Section 2. Dues. Annual dues shall be asset forth in Article I, Section 2 above, and may be changed from time to time in the discretion of the Board of Directors. Dues shall be payable on January 1st of each year. Section 3. Budget. A budget shall be presented at the annual meeting. A budget committee of three (3) members shall be appointed by the Board of Directors prior to the annual meeting to prepare a budget. The Treasurer is an ex officio member. Two (2) Board members shall serve on the Committee. No budget shall be presented to the membership until the Board of Directors has approved the same. The budget may include line items for fundraising activities to supplement the dues paid or to be paid by members, and funds raised by and/or on behalf of the corporation through such fundraising activities may be allocated and expended by the Board on behalf of the corporation for expenses and activities in furtherance of the corporation's purposes. Section 4. Banking. The corporation shall maintain various bank accounts as approved by the Board of Directors by appropriate resolution(s). Section 5. Distribution of Funds on Dissolution. Upon dissolution of the corporation, the assets thereof shall, after liabilities and obligations of the corporation have been paid, or adequate provision made therefore, shall be conveyed or distributed only to an organization or organizations created and operated for non-profit purposes and engaged in activities substantially similar to those of the corporation and/or intended to benefit the health, environment and cultural interests of the participating members within Dare and Currituck Counties. ARTICLE VIII Amendments Section 1. Member Initiated Amendments. These bylaws may be amended by the membership at any duly organized annual, semi-annual or other meeting provided the membership was notified of the proposed changes thirty (30) days prior to the meeting. A member desiring to initiate an amendment should communicate the same to the President in sufficient time so as to satisfy the thirty (30) day requirement. Two-thirds (2/3) majority of those in attendance and absentee ballots eligible to vote is required for passage. When possible, the Board of Directors shall consider the proposed amendment(s) in advance and shall report its recommendation to the membership in the written notice of the meeting if possible, or at the meeting wherein the vote is to take place. Section 2. Board Initiated Amendments. The Board of Directors shall have the power to make, alter or repeal, from time to time, the by-laws of the corporation, except that the Board may not amend or repeal any by-law in which control thereof is vested exclusively in the membership by law or as provided herein. Any Board initiated amendments shall be reported at the next membership meeting and are subject to repeal by affirmative vote of two-thirds (2/3) of the members, a quorum being present.
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