NATSO Foundation Bylaws
1-1. Name. The name of this nonprofit, non-stock corporation, organized under the laws of the Commonwealth of Virginia, shall be the NATSO Foundation, Inc., hereafter referred to in these Bylaws as “the Foundation.”
1-2. Registered Office and Agent. The principal office and registered agent of the Foundation are in the Commonwealth of Virginia.
1-3. Mission. The mission of the Foundation is to:
(a) Advance, promote and improve the travel plaza and truckstop industry through education, communications, meetings, and research and development.
(b) Assist travel plaza and truckstop owners and management in achieving excellence for their industry, customers, communities and society;
(c) Administer an industry scholarship program; (d) Foster knowledge and understanding of the travel plaza industry; and (e) Further other charitable causes that involve issues of concern or significance to the travel plaza industry.
1-4. Powers and Limitations.
(a) All policies and activities of the Foundation are consistent with applicable tax exemption and other laws, including the requirements that:
(i) No part of the net earnings of the Foundation may inure to the benefit of any Director, Officer, or other individual;
(ii) No substantial part of its activities may be that of attempting to influence legislation; and
(iii) The Foundation shall not participate in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
(b) The Foundation has such powers as are now or may hereafter be granted by the Virginia Non-Stock Corporation Act.
(c) The Board of Directors may accept on behalf of the Foundation any contribution, gift, or bequest for the general purpose or any specific purpose of the Foundation.
ARTICLE II BOARD OF DIRECTORS
2-1. General Powers. The Board of Directors is the Board of Directors as described in the Virginia Non-Stock Corporation Act. The Board of Directors has the authority and is responsible for the governance of the Foundation. The Board establishes policy and monitors implementation of policy by staff under the direction of the President.
2-2. Composition. The Foundation’s Board of Directors (hereafter referred to in these Bylaws as “the Board”) consists of three Officers and eight Directors. Three of the Directors are Allied Members of NATSO. The Chairman of NATSO serves as an ex-officio voting Director. At least one member of the Board is a past Chairman of NATSO and is engaged in the active operation of a NATSO Regular Member. The remaining members of the Board are Regular Members of NATSO. At the discretion of the Board, up to two (2) Director positions may be added to the Board by majority vote for one (1) term. These Directors shall be members of NATSO.
2-3. Meetings. Meetings of the Board are called by the Chairman. A majority of voting Board members forms a quorum. A majority of votes carries a matter where a quorum is present, except where otherwise provided by law or these Bylaws. Proxy voting is not permitted.
2-4. Informal Action. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing is provided by all of the members of the Board entitled to vote.
2-5. Attendance by Communications Equipment. Members of the Board or of any committee of the Board may participate in and act at any meeting of such Board or committee through the use of communications equipment, provided that all persons participating in the meeting can communicate with each other simultaneously. Participation in such meeting constitutes attendance and presence in person at the meeting of the person or persons so participating.
2-6. Compensation. Members of the Board, other than the President & CEO, do not receive any compensation for their services, but may be paid for travel and other out-of-pocket expenses incurred in discharging the official duties of the Foundation if the Board of Directors so authorizes.
ARTICLE III DIRECTORS
3-1. Directors. Directors serve staggered two-year terms. Directors may not serve more than three succeeding terms. Terms coincide with the fiscal year.
3-2. Removal. A Director may be removed by a vote of NATSO’s Board of Directors whenever, in its judgment, such action will serve the best interests of the Foundation.
ARTICLE III OFFICERS
3-1. Chairman. The Chairman of the Foundation is the chief elected Officer and chairs all meetings of the Board and Executive Committee. The Chairman also serves as an ex-officio member of the NATSO Board of Directors.
3-2. Secretary-Treasurer. The Secretary-Treasurer is the principal elected financial Officer and serves as the Chairman of the Board when that Officer is unable to serve.
3-3. President. NATSO’s President & CEO is the President of the NATSO Foundation, an ex-officio, non-voting member of the Board. The President manages the Foundation consistent with the policies established by the Board and has authority over Foundation staff.
3-4. Removal. A Director may be removed by a vote of NATSO’s Board of Directors whenever, in its judgment, such action will serve the best interests of the Foundation.
3-5. Officer Terms. The Chairman and Secretary-Treasurer each serve one-year terms and until his/her successor shall have been elected, and may serve up to two successive terms in his/her position. Terms coincide with the fiscal year.
ARTICLE IV COMMITTEES
4-1. Executive Committee. An Executive Committee consists of the Officers of the Foundation and the Chairman of the Board of NATSO. The Chairman of the Foundation serves as its chairman. The Executive Committee, subject to the restrictions of the Virginia Non-Stock Corporation Act, has the power to act in the place of the Board of Directors when authority is designated by the Board, or in emergency matters. Actions of the Executive Committee are subject to review and approval by the Board of Directors.
4-2. NATSO’s Leadership Development and Nominating Committee. NATSO’s Leadership Development and Nominating Committee (“Nominating Committee”) also serves the Foundation. The Nominating Committee shall place into nomination at least one name for each expired term or vacancy on the Board and submit these nominations to the NATSO Foundation Board for vote.
4-2. Other Committees. Other committees of the Foundation may be established by the Board of Directors.
ARTICLE V INDEMNIFICATION AND INSURANCE
5-1. Indemnification. The Foundation shall indemnify any person who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a Director, Officer, employee, or agent of the Foundation or who is or was serving at the request of the Foundation as a director, officer, or employee of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding to the full extent authorized by the Virginia Non-Stock Corporation Act. With regard to such actions by or in the right of the Foundation, the indemnification provided shall be against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit and as otherwise in accordance with and to the full extent authorized by the Virginia Non-Stock Corporation Act.
5-2. Insurance. The Foundation shall purchase and maintain insurance on behalf of any person if any person who is or was a Director, Officer, or employee of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify him or her against such liability under the provisions of Article II, Section 2-1.
ARTICLE VI MISCELLANEOUS
6-1. Amendments. These Bylaws may be repealed, modified, altered, or amended upon the affirmative vote of two-thirds of the votes cast at a meeting of the Board of Directors at which a quorum is present and is subject to veto by NATSO’s Board of Directors before becoming effective. If rejected by NATSO’s Board of Directors, the proposed change will not become effective.
6-2. Relationship with NATSO, Inc. The Foundation and NATSO, Inc. shall be organized and operated at all times in a manner to be fully consistent and compliant with the terms and conditions contained in the NATSO-NATSO Foundation Management Agreement, as amended from time to time, except as provided by these Bylaws.
6-3. Dissolution. At any time when the dissolution of the Foundation is authorized, the Board of Directors then holding office shall distribute the assets of the Foundation remaining after the payment, satisfaction, and discharge, or adequate provision therefore, of all liabilities and obligations of the Foundation, in accordance with the requirements for corporations, societies, or organizations organized and operated within or without the Commonwealth of Virginia exclusively for charitable, educational or scientific purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), which in the judgment of a majority of the Directors then in office, shall be deemed to further the travel plaza and truckstop industry.