Bylaws
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Minnesota Chauffeured Transportation Association By Laws
BY-LAWS
ARTICLE 1 - NAMES AND OFFICES
Section 1. Name:
The name of this Association shall be the MINNESOTA CHAUFFEURED TRANSPORTATIONASSOCIATION, INC. a non-profit corporation incorporated in the STATE OF MINNESOTA.
Section 2. Offices:
The principal address of the Association shall be at the office of the President of the Association and/or such other locations as may be determined the Board of Directors.
ARTICLE 2 – OBJECTIVES AND PURPOSES
Section 1. Objectives:
The objectives of this Association shall be to consider and deal by all lawful means with common problems of the limousine industry; to secure cooperative action in advancing the common problems of the limousine industry; to secure cooperative action in advancing the common propose of its members, foster equity in business usage, and promote activities aimed to enable the industry to conduct itself with the greatest economy and efficiency; to afford due consideration to and expression of opinion upon questions affecting the industry and to promote the common business interest of the industry; to cooperate with other industries and organizations; to do anything necessary and proper for the accomplishment of any objects herein set forth of which shall be recognized as proper and lawful objectives of associations, all of which shall be consistent with the public interest, as well as in the interest of this industry and trade.
Section 2. Purposes:
The purposes of the Association are to promote and advance the interests of the professional limousine industry, to promote economy and efficiency in owning and operation of limousines and related services; to disseminate information of interest to those in the limousine business; to serve as the vehicle for giving expression to matters and issues of interest to its members; to promote the use of projects, merchandise and systems which will further and advance the interest of its members; to guard against and monitor any unfair or deceptive acts or methods of competition amongst limousine services; to establish professional conduct with a Code of Ethics; to educate and train by means of professional seminars, workshops, etc.; to share resources and buying power in the marketplace; to explore new ideas and techniques that will increase industry professionalism and profitability; to shape the industry into a cohesive force in order to speak as a single, unified, forceful voice in private and public sectors; and to do all lawful acts and things which will benefit and assist the Association and its members.
ARTICLE 3- MEMBERSHIP
Section 1. Classes:
There shall be (4) classes of membership in the Association as follows:
1. Regular Membership
2. Associate Member
3. Honorary Member
4. Such other class membership as may be created by the Board of Directors.
Section 2. Regular Member:
The Designation “regular member” shall apply to individuals, corporations, partnerships, and sole proprietorships which meet the following qualifications:
• Must own and operate a minimum of one (1) livery vehicle in the limousine business.
• Pay annual dues as determined by the Board of Directors.
• Is accepted by a majority of the Board of Directors of the Association at its next meeting after the membership application is received.
• Be in compliance with all regulations as set forth by the Minnesota Department of Transportation.
• Regular members shall be entitled to vote at meetings and shall be eligible to serve as directors and officers of the Association.
Section 3. Associate Member:
The designation “associate member” shall apply to corporations, partnerships, sole proprietorships, or persons not owning or operation a limousine business but owning or operating a trade, business or activity providing products, merchandise or services necessary or reasonably required to be used by those owning or operating a limousine business in the State of Minnesota. Such Associate Members shall pay annual dues and/or any assessments as may be determined from time to time by the Board of Directors.
Section 4 Honorary Member:
Any corporation, partnership, sole proprietorship or person who cannot qualify as a regular or associate member, but whom the Association wishes to honor for services or work performed for, or the benefit of the Association or its members, and accepted for membership by a majority of the Board of Directors.
Section 5. Termination of Regular Membership:
Regular members who shall cease to be owner/operators of livery vehicles and/or who fail to comply with Minnesota Department of Transportation regulations and/or Association by-laws and Code of Ethics shall automatically cease to be regular members in the Association.
Section 6. Application:
Any person, partnership, corporation eligible for membership, upon making written application, may be elected to membership. The Board of Directors may accept the applicant by a majority vote of the directors.
Section 7. Expulsion and Suspension:
Members of any classification shall be automatically suspended for non-payment of current year’s dues or may be expelled or suspended for cause after the process of mediation as set up by the Code of Ethics. The Board of Directors shall be the judge of the sufficiency of such cause, and shall afford the member due process of rights to defend himself.
Section 8. Reinstatement:
Any former member who shall have resigned or shall have been suspended or expelled for non-payment of dues and shall desire to be reinstated with a continuous membership record may, if qualified for membership, be reinstated by payment of dues in arrears. If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying the current year’s dues. Any other former member may be reinstated by the Board of Directors at any time and such conditions as it may fix.
ARTICLE 4 – DUES
Section 1 Amount:
Dues, initiation and/or admission fees or any special assessments, if any, for all classes of membership shall be established by the Board of Directors and the due date of these fees shall be determined by the Board of Directors.
ARTICLE 5 – MEETINGS AND ELECTIONS
Section 1 Meetings of Membership: The annual meeting of the Association shall be held in each calendar year on such date and at such time and place as determined by the Board of Directors. Special meetings of the Association may be called by the Board of Directors. Regular quarterly meetings for general membership will be held.
Section 2 Notice of Meetings:
Notice of the date, time, place, and purpose of any meeting of the members of the Association shall be given to each member of the Association by postage paid US Mail, email, fax or telephone at the address or using the contact information on file with the Secretary.
Section 3 Voting by Regular Members:
At any such meeting, each regular member of the Association whose dues are fully paid for the current fiscal (calendar) year, and who is properly registered shall be entitled to one vote. Registration shall be in such manner as may be prescribed from time to time by the Board of Directors. Unless otherwise specifically set forth in these by-laws, all action taken at the annual meeting or a regular or special meeting shall be by a majority vote of the regular member present in person.
Section 4 Order of Business:
The order of business at all meeting of members shall be as follows:
1. Roll Call
2. Reading of the minutes of the preceding meeting
3. Treasurer report
4. Report of Committees
5. Old and unfinished business
6. New business
7. Good and welfare
8. Adjournment
Section 5 Nomination of Directors and Officers:
With the notice of the annual meeting of the members, the Secretary shall mail a copy of the report of the Nominating Committee to all members.
Section 6 Election of Officers:
At the annual meeting of the members of the Association every second year, there shall be elected by a majority of the members voting, a President, Vice President, Secretary, Treasurer and Directors, each of whom shall hold office for two years and until the successor of each shall have been duly elected and qualified. Any Officer and Director shall be eligible for re-election.
Section 7 Eligibility for Office:
Any regular member, if an individual, or its representative if the member is not a person, is eligible to membership on the Board of Directors to hold office in the Association.
Section 8 Nomination Committee:
Sixty days prior to the annual meeting every second year, the Board of Directors shall appoint a nomination committee of three persons to nominate candidates for the Officer and Directors for a 2 year term. The President shall appoint one member as Chairman. The committee shall notify the Secretary, in writing, at least thirty (30) days before the date of the annual meeting, of the names of the candidates it proposes, and the Secretary shall mail copy thereof, along with the notice of the annual meetings to the last known address of each member at least fourteen (14) days before the annual meeting.
ARTICLE 6 - BOARD OF DIRECTORS
Section 1. Composition:
The Association shall be governed by the Board of Directors consisting of the President, Vice President, Secretary, Treasurer and no more than seven (7) Directors and the immediate Past President, all excepting the immediate past President being elected in accordance with these by-laws.
Section 2. Vacancies:
Vacancies occurring in the Board for any reason may be filled by a vote of majority of the Board of Directors. An Officer or Director elected to fill a vacancy caused by resignation; death or removal shall hold office for the unexpired term of their predecessor.
Section 3. Removal of Officers and Directors:
Any or all of the Officers or Directors may be removed for cause by a 2/3 vote of the Regular members or by action of the Board of Directors.
Section 4. Resignation:
An Officer or Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 5. Failure to Attend Meetings:
Any elected Director or Officer who fails to attend three (3) successive regular meetings may be removed from such office by a majority vote of the Directors present at any meeting of the Board of Directors.
Section 6. Quorum of Directors:
A majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business.
Section 7. Action of the Board:
Unless otherwise required by law, the vote of a majority of Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each qualified Officer and Director present shall have one vote.
Section 8. Meetings of the Board:
Meetings of the Board of Directors shall be held on the call of the President or the person discharging the duties for the office for the time being, upon notice by telephone, or mail, of the time and place of the holding of such a meeting, given to each member of the Board not later than twenty-four (24) hours prior to the convening of such meeting. If, in the judgment of the President or the person discharging the duties of that office as aforesaid, an emergency meeting by telephone conference call may call may be held and action taken. Special meetings shall be called by the President or by the Secretary in a like manner on written request of two (2) Board members.
Section 9. Chairman:
At all meetings of the Board, the President, or in his absence, a Chairman chosen by the Board shall preside.
Section 10. Honorary Directors:
At any meeting of the Board of Directors, by the vote of a majority of the Board, the Board may bestow the title of “Honorary Director” an any individual in recognition of his service rendered to the Association. Such person need not be engaged in the limousine industry. Honorary Directors shall be entitled to notice of and to attend and participate in all meetings of the Board of Directors, but without the right to vote, and shall not be counted in ascertaining the presence of a quorum.
ARTICLE 7 – OFFICERS
Section 1. President:
The President shall be the Chief Executive Officer of the Association. They shall preside at all meetings of the members and of the Board. They shall have the general management of the affairs of the Association and shall see that all orders and resolutions of the Board are carried into effect. They shall also serve as a member, ex officio, of all committees except the nomination Committee. They shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.
Section 2. Vice President:
The Vice President may, in the order of their designation by the President, be delegated by the President to perform duties, in the event of their temporary disability, and shall perform such other duties as the President or the Board of Directors may prescribe.
Section 3. Treasurer:
The Treasurer shall be the financial officer of the Association. They shall have the care and custody of all the funds and securities of the Association, and shall deposit said funds in the name of the Association in such bank or trust company as the Directors may elect. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association, when countersigned by the President; the Treasurer shall also sign all checks, drafts, notes and orders for the
payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by any two of the President, Vice President, Secretary and the Treasurer. The Treasurer shall at all reasonable times exhibit the books and accounts to any member of the Board or Regular member of the Association upon application at the office of the Association during ordinary business hours. At the end of each fiscal year, the Treasurer shall have an audit of all accounts of the Association made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the members, at which time the Treasurer shall also present an annual report setting forth in full the financial condition of the Association. At the expiration of their term of office, the Treasurer shall deliver over to their successor all books, monies, and other property, or, in the absence of a Treasurer-elect, to the President.
Section 4. Secretary:
The Secretary shall give notice of and attend all meetings of the Association and keep a record of their proceedings; conduct all correspondence and carry into execution all orders, votes and resolutions not otherwise committed; keep a list of the members of the Association, collect annual dues and subscriptions, and pay them over to the Treasurer. The Secretary shall have the custody of the seal of the Association and shall affix and attest the same to documents when duly authorized by the Board of Directors. The Secretary, in conjunction with the Treasurer, shall mail out all notices on non-payment of dues to delinquent members.
Sections 5. Director/Chairperson of Committees:
At the annual meeting eligible members shall elect chairpersons to chair committees.
Sections 6. Bonding:
The Secretary and Treasurer, or any other person entrusted with the handling of funds or property of the Association, shall, at the discretion of the Board of Directors, furnish, at the expense of the Association, a fidelity bond approved by the Board, in such a sum, as the Board shall prescribe.
ARTICLE 8 – COMMITTEES
Section 1:
The President, subject to approval of the Board of Directors, shall annually appoint such standing, special or sub committees as may be required by the by-laws or as he/she may find necessary:
1. Ethics 4. Legislation
2. Membership 5. Airport
3. Planning 6. Public Relations
A. The President may also appoint such other committees from time to time that will, in the President’s opinion, aid in furthering the interests of the Association and its members in their relations with government, the public, other businesses and associations.
B. Each committee where chairmanship and membership is not specifically provided for shall have at least three (3) members consisting of a chairperson designated by the President. The President can appoint successors in the event of a vacancy in the membership or chairmanship of any committee and may appoint such additional committees to the benefit of the Association. All committees shall report to the President and the Board of Directors, keep minutes of the meetings and make reports at the request of the President.
C. The duties and responsibilities of the various standing committees shall be as follows:
1) Ethics and Rules: This committee shall be chaired by the President and be comprised of the Secretary and shall consist of at least one other member, and shall include among its duties the preparation and keeping the Rules and Regulations and Code of Ethics which it recommends to the body of the Association as benefiting the membership and contributing to the advancement of the limousine industry.
2) Membership: This committee shall solicit and encourage membership in all classes and categories. It shall examine the qualifications of every applicant for the regular membership or associate membership in the Association. The chairman of the committee shall report its findings and make recommendations to the Board of Directors concerning the acceptance and rejection of each potential new member. A majority vote of the Board on each membership application is required for acceptance.
3) Planning: This committee shall arrange a schedule of activities of the Association for the year including in its schedule presentations and programs of interest to the membership. This committee shall keep abreast of new products, services, means of communications, methods of management and operating, and other goods and services and concepts that would be of assistance and interest to those in the limousine industry, and report and disseminate such information to the Board and membership on a regular basis.
4) Legislation: This committee shall keep a abreast of State and local laws pertaining to the limousine industry. It shall submit for consideration legislation or laws as directed the Board of Directors for passage on behalf of the limousine industry and report same back to the Board of Directors.
5) Airport: This committee shall keep in close contact with the Metropolitan Airport Commission by attending scheduled meetings, act as a liaison for the Association to relay information, requests and operating needs for the limousine industry. This committee shall also keep abreast of current and upcoming regulations as set forth by the MAC and inform the membership and Board as required to improve operating conditions for the limousine industry.
6) Public Relations: This committee shall endeavor to create a positive public awareness of the limousine industry through various news media, publicity releases and active involvement in civic, local and charitable events.
Section 2. Other Committees: In addition to the above standing committees, the President or the Board of Directors may, from time to time, create such other committees as they deem to be necessary or desirable and such committees shall have such powers and duties as may be given to them by the Board of Directors and are not in conflict with the provisions of these by-laws.
Section 3. Chairperson:
The president of the Association shall appoint from among the members of the Board of Directors a chairperson of each committee for the Nomination Committee, including such additional members of such committees as they may deem desirable. The President, at their discretion and with the approval of a majority of the Board of Directors, appoints a chairperson from the regular, associate or honorary membership.
ARTICLE 9 – FINANCES
Section 1. Bank Accounts:
The funds of the Association shall be deposited in an account in the name of the Association in such bank(s) as may be designated from time to time by the Board of Directors. The Board of Directors may provide for an account at any bank for the payment of expenses for the officers of the Association and may provide for such conditions and signatures for the withdrawals and balances as the Board of Directors may deem appropriate.
Section 2. Fiscal Year:
The fiscal year of the Association shall be the calendar year, January 1st to December 31st.
Section 3. Financial Report:
The Treasurer shall furnish to the Board of Directors at each meeting a financial report of the Association and shall also furnish such report to the regular meeting of the membership.
ARTICLE 10 – CONSTRUCTION
If there be any conflicts between the provision of the Certificate of Incorporation and these by-laws, the provisions of the Certificate of Incorporation shall govern.
ARTICLE 11 – AMENDMENTS
The authority to amend, repeal or alter these by-laws is vested in the Board of Directors. A two-thirds (2/3) vote of the regular membership is required at any duly organized meeting of the Association provided that a copy of any amendment proposed for consideration be presented to the members of the Association before the date of the meeting.
ARTICLE 12 – DISSOLUTION
The Association shall use its funds only to accomplish the objects and purposes specified in these by-laws, and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.