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Page 1 <br /> BY-LAWS OF THE <br />SAN LEANDRO TRANSPORTATION MANAGEMENT ORGANIZATION <br />A Non-Profit Corporation <br />ARTICLE I – NAME <br />The names of this organization shall be the San Leandro Transportation Management Organization <br />(hereinafter called the TMO). <br />ARTICLE II – AUTHORITY AND PURPOSE <br />The Corporation is organized exclusively for social welfare and educational purposes as those terms <br />are defined and limited by Section 501(c)(4) of the Internal Revenue Code (1954), as amen ded, or <br />any corresponding provisions of a subsequent federal law. The purpose of the Corporation is to <br />improve traffic conditions by coordinating the business community’s efforts and working <br />cooperatively with local government to address common transportation concerns, improve <br />accessibility and mobility, and provide transportation services. The Corporation will advocate and <br />promote Transportation System and Demand Management strategies for the purpose of, but not <br />limited to, such goals as 1) reducing traffic congestion, 2) reducing air pollution, 3) reducing <br />commuting costs, 4) generating joint public/private sector approaches to solving transportation <br />problems to/from the area served as the TMO, and 5) creating a central information service for <br />ridesharing, public transportation and other transportation-related subjects. The Corporation shall <br />engage in activities necessary and proper to accomplish the purpose in accordance with the law <br />working with the business community which includes but is not limited to developers, Corporations, <br />commercial property owners and employers. <br />ARTICLE III – BOARD OF DIRECTORS <br />Section 1 – Number <br />The Corporation shall have Directors and collectively they shall be known as the Board of Directors. <br />The number of Directors shall be the same as the number of members in the TMO, and may be <br />changed by amendment of these By-Laws, or by respect of these By-Laws and adoption of new By- <br />Laws as provided in the By-Laws to include two (2) members from the City of San Leandro and four <br />(4) members who are TMO business partners. <br />Section 2 – Powers of Directors <br />Subject to the limitations provided by law, the Articles of Incorporation, or these By-Laws, all <br />corporate powers of the Corporation shall be exercised by or under authority of, and the business and <br />affairs of the Corporation shall be controlled by the Board of Directors. Without limiting the <br />generality of the foregoing, the Board of Directors shall have the following powers: <br />a.To select and remove any or all of the officers agents and employees of the Corporation; <br />prescribe such powers and duties for them as may not be inconsistent with law, with the <br />Last Revised 4-13-2023 <br />Attachment B