Bylaws
National Limousine Association: The Voice of the Chauffeured Transportation Industry Worldwide
Adopted by the Board of Directors, November 4, 1987 at their annual meeting.
Revised March 16, 2002 * Revised February 17, 2003 * Revised September 26, 2003 * Revised March 14, 2005 * Revised February 27, 2006 * Revised January 29, 2007 * Revised March 17, 2008 * Revised January 25, 2010
ARTICLE 1 NAME AND PRINCIPAL OFFICE
Section A: Name - The name of this corporation shall be the NATIONAL LIMOUSINE ASSOCIATION, INC. (NLA), a nonprofit corporation incorporated in the District of Columbia.
Section B: Office - The principal office of the NLA shall be located within the Metropolitan Washington D.C. area until otherwise determined by the Board of Directors. Additionally, offices shall be operated in such other locations as may be directed and determined by the Board of Directors of the NLA.
ARTICLE 2 PURPOSE
Section A: Purpose - The purpose of the NLA shall be to provide a national forum for the exchange of information and views by members of the NLA; to provide a mechanism for the collection of information and inform members concerning matters of mutual interest and concern; to advance the interest of the industry and its members before the Congress of the United States and other Federal regulatory authorities; to provide the industry and its members group and/or individual insurance; and to perform such duties as will benefit the NLA and its members.
ARTICLE 3 MEMBERSHIP
Section A: Types of Membership. There shall be the following types of membership in the NLA:
1. REGULAR ACTIVE MEMBERS: The designation "Regular Active Member" shall apply to individuals and entities, which meet the following qualifications:
a. Is a limousine business that has control of one or more vehicles, meeting all applicable licensing and regulatory requirements, in which vehicles owned or operated by the Regular Active Member are offered on a prearranged basis to the public for hire and travel over irregular routes.
b. Are recommended for membership by the majority of the members composing the Membership Committee.
c. Are accepted for membership after 30 days of publication on our official website, provided there are no objections received in writing and that they have been fully investigated by the Membership Committee.
d. Have paid their dues set by the Board of Directors.
e. Each Regular Active Member shall be entitled to one vote at meetings of the membership.
2. ASSOCIATIONS: The designation "Associations" shall apply to groups of limousine owners and/or operators who, by virtue of incorporation and purpose, representing a minimum of five owners and/or operators. This group is to be known as an Association Member.
a. All members of an Association shall be entitled to attend all open meetings of the NLA, providing that the Association's dues are paid, but shall not have the right to vote or hold an elective office in the Association, unless he or she is a Regular Active Member in good standing.
b. The following is required of all NLA Association members: Articles of Incorporation, Non-profit tax identification number, Code of Ethics, Bylaws, Roster of current officers, List of meetings scheduled for the upcoming year, complete list of current paid members, minutes from last two meetings, copies of last two newsletters, topics of education for your meetings, and description of your election process for officers and next election date.
3. ALLIED TRADE MEMBERS: The designation "Allied Trade Member" shall be distinguished and identified as two separate groups. They shall be 1) Allied Vendors and Dealers and 2) Manufacturers, Coachbuilders and Livery Networks. These designations shall apply to individuals and entities which meet the following qualifications:
a. Own or operate a trade or allied business in the United States of America and/or Canada, which provides products, merchandise or services related or necessary to, or reasonably required by, those owning or operating limousines businesses.
b. Are recommended for membership by a majority of the members composing the Membership Committee.
c. Are accepted for membership by vote of the Board of Directors of the NLA.
d. Pay any fees or dues established for that particular member by the Board of Directors.
e. Both groups of Allied Trade Members shall be entitled to attend all open meetings of the NLA, shall have the right to vote but not hold an elective office in the Association, with the exception that the Allied Trade Chairperson described in Article 8, Section B shall be limited to one Chairperson chosen by the NLA Board upon recommendation from the Allied Trade Members and that the Allied Trade Chairperson hold a non-voting position on the Board.
f. Six vendor-members shall be added to the board, with a 1-year term, non-voting, and paying their own expenses.
4. HONORARY MEMBERS: As appointed by the Membership Committee and the NLA Board of Directors.
Section B Termination and/or Transfer of Membership: Any Regular Active Member who shall cease to be an owner of a limousine business shall automatically cease to be a member of the NLA. Upon written request to the Membership Committee, they may elect a former Regular Active Member to have Honorary Membership, if approved by the Membership Committee and the NLA Board of Directors.
Section C Suspension and/or Expulsion: Members of any classification shall be automatically suspended for not paying the current year's dues. Members may be expelled and/or suspended for cause by two-thirds (2/3) vote of those present at any meeting of the Board of Directors. The Board of Directors shall be the sole judge of sufficiency of such cause. Provided, that for a member to be suspended for cause, the member must be advised of the reason for suspension and given an opportunity to defend him or herself prior to the suspension. If after thorough investigation it is proven that an NLA member has broken any applicable Federal, state or municipal regulations, his or her membership and its benefits can be suspended for up to two years.
Section D Reinstatement: Any former member who has resigned or has been suspended or expelled for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. However, a reinstated member must wait one year from the date of reinstatement before applying for nomination to the Board. 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 a time and upon such conditions as the Board of Directors may see fit.
ARTICLE 4 DUES
Section A Amount and Due Date: Dues and the initiation fee, if any, for all classes of membership shall be established by the Board of Directors. All dues shall be paid within sixty (60) days of the start of the fiscal year. New members joining prior to June 30 will be required to pay a full year’s dues and those joining after June 30 will pay half year dues. The annual membership directory will be published each year in July.
Section B Delinquent Payment: Any of the NLA members who are delinquent in the payment of dues for a period of sixty (60) days shall be notified of such delinquency and advised that the member will be suspended at the end of ninety (90) days of the start of the fiscal year. The member will be automatically suspended pursuant to Article 3, Section C, if payment is not made by the end of ninety (90) days of the start of the fiscal year. During a period of suspension, a member shall not be entitled to any services of the NLA. Upon application the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.
Section C Refund of Dues: No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE 5 MEETINGS AND ELECTIONS
Section A Meetings and Membership; Quorum: Beginning in 1987, an annual meeting of the NLA shall be held in each calendar year on such date and such time and place as shall be determined by the Board of Directors. The Board of Directors may call special meetings of the NLA on such dates and at such times and places as determined by the Board of Directors. Ten percent (10%) of the voting members of the NLA, must be present in person or by proxy, and shall constitute a quorum. A quorum is required for the transaction of business at any regular or special meeting. A majority vote of those present in person or by proxy at each regular or special meeting shall be necessary to take any action requiring a vote, unless otherwise specified herein.
Section B Notice of Membership Meetings: Notice of the date, time, place and purpose of any meeting of the members of the NLA shall be given in writing, by personal delivery or by United States mail, addressed to each member of the NLA at the address on file with the Secretary not less than sixty (60) days prior to the date fixed for such meeting.
Section C Action by Members Without a Meeting: Whenever members are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote there on. Returned, tallied and published results will go to the Board.
Section D Voting by Active Members; Registration: At any such meeting, each Active Member of the NLA whose dues are fully paid for the current fiscal year, and who is properly registered, shall be entitled to one vote, either in person or by proxy. Registration shall be in such a manner as may be prescribed from time to time by the Board of Directors, and all proxies to be voted must be filed with the NLA office prior to the commencement of the meeting in such form as the Board of Directors shall determine. A signature card for verification must be on file at the Executive Director's office and available at all meetings. Balloting for the election of Directors shall be done by mail.
Section E Order of Business: The order of business at all meetings of members shall be as follows:
1. Roll Call
2. Reading of preceding meeting minutes
3. Treasurer's Report
4. Report of Officers
5. Old and unfinished business
6. Good and Welfare
7. New Members - reading and voting
8. New Business
9. Election of Officers and Directors
10. Adjournment
Section F Nomination of Directors: Together with the notice of the annual meeting of members, the NLA office shall mail a copy of the report of the Nominating Committee to all members. The election shall be done by mailed ballot. The mailing will include the Ballot on a colored card with specific instructions, a "Ballot Only" envelope, the resumes of the chosen slate of nominees and an "NLA Elections" return envelope.
Section G a - Election of the Board of Directors: The Board of Directors will consist of eighteen (18) Regular Active Members whose term will be for three years. There shall be twelve (12) Board Members determined through regional elections, with the remaining four (4) seats determined on an at-large basis regardless of regional affiliation. The remaining seats shall be voting and shall be held by Regular Active Members from Canada and International.
For purposes of regional elections, the United States shall be divided into the following four regions:
Northeast: Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont
Southeast: Alabama, Delaware, District of Columbia, Florida, Georgia, Kentucky, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia
Central: Arkansas, Illinois, Indiana, Iowa, Kansas, Louisiana, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Texas, Wisconsin
West: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming
In conducting elections for the NLA Board of Directors, members will only be permitted to vote for candidates in their own regional election and for candidates in the at-large elections. There will be four separate ballots distributed across the country, one for each region. Each voting NLA member will be able to vote for both “At Large” candidates and regional candidates in the voting member’s region.
b – Replacement of Directors: In the event that any person shall become unable or unwilling to serve in the office to which he/she has been elected, the NLA Board of Directors shall name a replacement. In the event that the resigning or incapacitated director held one of the twelve regional seats on the Board, the seat shall be offered to the candidate obtaining the next highest number of votes in the most recent election in that region. That candidate shall serve the balance of the outgoing director’s term of office. If the resigning director held an at-large seat on the Board, then the seat shall be offered to the candidate receiving the next highest number of votes in the most recent at-large election. That candidate shall serve the balance of the outgoing director’s term of office. In the event that there are no candidates from the most recent election eligible for or willing to accept appointment as a director, then this seat shall remain unfilled until the next election.
In the event every seat in a region, or every at large seat, shall become vacant, the Board of Directors may appoint a replacement to sit on the Board for the remainder of the year. For a regional seat, the replacement must be from the same region. For an at large seat, the replacement can be from any region. The replacement must be eligible to be on the Board in the current year.
In the event that any Allied Trade Member shall become unable or unwilling to serve in the office to which he/she was elected by the NLA Board of Directors, the Board of Directors shall hold an election within thirty (30) days of the notice by means of facsimile or electronic mail vote to choose a replacement from among the remaining candidates previously found to serve at the time of the most recent Allied Trade Member election.
c – Term limit and other restrictions of Directors: In order to qualify as a Director of the NLA, the individual must be a corporate officer in a Regular Active Member that has been a Regular Active Member for at least two years. Any Regular Active Member sharing common ownership with another Regular Active Member can only have one representative on the NLA Board of Directors at one time. A member of the NLA Board of Directors, in the best interest of the NLA, shall not be a member of another board of directors that is competitive to the NLA or the limousine industry, specifically the Taxi, Limousine & Paratransit Association, United Motorcoach Association and American Limousine Association. This is as of the date of approval, June 2002, by the NLA Board of Directors. Furthermore, two people from the same company (given they meet the election criteria) can serve on two competing boards of directors. A Director may be elected by the voting members for two (2) consecutive terms but must then wait for one year after expiration of such Director’s second consecutive term before applying for re-nomination to the Board. A Director appointed under Article 6 to fill a vacancy shall not be considered elected by the voting members for purposes of the term limitation.
Section H a - Election of Officers: The election of officers will take place at the Annual Meeting of the newly elected Board of Directors. The positions to be filled will be for one term – or until the next annual meeting – or until elected: President, First Vice President, Second Vice President, Treasurer and Secretary.
b - Succession of Officers: In the event the President shall be unable or unwilling to serve in the office to which he/she has been elected, the person holding the position of First Vice President will assume the position and duties of the Presidency for the remainder of the year. The person holding the position of Second Vice President will become the First Vice President. The person holding the position of Secretary will become the Second Vice President. The Board will vote to replace the position of Secretary at the next meeting of the Board of Directors.
In the event either the First Vice President or Second Vice President shall be unable or unwilling to serve in the office to which he/she has been elected, the procedure described above will apply.
In the event the Treasurer shall be unable or unwilling to serve in the office to which he/she has been elected, the Board of Directors shall vote to replace the position of Treasurer at the next meeting of the Board of Directors.
ARTICLE 6 BOARD OF DIRECTORS
Section A Authority and Responsibility: The Board of Directors shall have the supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its objectives and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such as it may consider necessary.
Section B Composition: Beginning with the 1997 election of officers, the Board of Directors shall consist of eighteen (18) people (Article 5, Section G). The Executive Director and the General Counsel of the NLA will serve as ex-officio members of the Board of Directors.
Section C Failure to Attend Meetings: Any elected director who fails to attend two (2) regular meetings during his/her tenure due to unexcused absence may be removed from such office by a majority vote of the directors present at any meeting of the Board of Directors.
Section D Meetings: One regular meeting of the Board of Directors shall be held immediately before, after or during the annual meeting of members of the NLA, and three (3) shall be held during each year at a time and place fixed by the Board of Directors. The Executive Director must notify the Board of Directors of the meeting date at least thirty (30) days prior to the meeting. Agenda items for all Board of Directors meetings will be submitted to the Executive Director, by any Director, no later than fifteen (15) days prior to the date of a meeting and said agenda should be distributed to Board members fifteen (15) days prior to any meeting. Special meetings of the Board of Directors may be called at any time by the President or any five (5) directors. Legal counsel may be present at all meetings of the Board if so ordered. Ten (10) days written notice by mail of the time and place of the holding of any regular or special meeting of the Board of Directors shall be given to each director. Any meeting of the Board of Directors may be adjourned to the same or another place or time without further notice to all directors. All meetings of the Board of Directors shall be conducted in accordance with ROBERT's RULES OF ORDER, Revised, when not in conflict with these Bylaws. At all meetings of the Board, the President or in his absence, the First Vice President or Second Vice President and if none are present a chairman will be chosen by the Board and shall preside.
Section E Quorum: A majority of Directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number may adjourn any meeting to another time or place or may fill a vacancy in accordance with Article 5, Section F. Except as otherwise provided in these Bylaws or by state or Federal law, a majority of a quorum of directors present shall have the power to act.
Section F Removal of Directors: Any or all of the directors may be removed for cause by a vote of the members or by action of the Board. Directors may be removed without cause only by vote of at least two-thirds (2/3) of all the voting members of the NLA.
Section G Resignation: A director may resign at any time by giving written notice to the Board, the President or the Secretary of the NLA. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective. If a Director resigns prematurely from the Board without a valid excuse he cannot rerun for the Board again in the future. (Valid excuses: Business problems or health reasons)
Section H COMMITTEES (Standing)
a. Executive Committee: The Committee shall consist of five (5) members of the Board. Not more than two (2) from a recognized company. The Committee should do investigations, make recommendations and bring the subject to the Board for a vote within ten (10) days. Meetings may be called by the President or by any two (2) members of the committee. A majority of the Executive Committee shall constitute a quorum. General Counsel and the Executive Director may be present at meetings at the direction of the President and/or Chairperson.
b. Nominating Committee: The Nominating Committee shall be appointed by the President and shall consist of five (5) members, four (4) of whom shall be members of the Board of Directors. The fifth member shall be appointed from the general membership. The President shall appoint a Chairman. The Nominating Committee shall meet not less than ninety (90) days prior to the annual meeting of the members, and shall recommend by a written majority vote, nominees for membership on the Board of Directors to be filled by election by balloting of the general membership and shall submit its report to the President not later than forty-five (45) days prior to such meeting. The President of the NLA shall not be a member of this committee.
c. Membership Committee: The membership committee shall be appointed or removed by the President. The President shall appoint or remove a three-member committee to keep constant watch on the Bylaws, accept written amendments and to research, recommended procedures as to amendments and meeting procedure in accordance to ROBERT'S RULES OF ORDER, revised.
d. Finance: The President shall appoint or remove a three-member committee, chaired by the Treasurer, to watch over and develop a budget for each coming year to be approved at the annual meeting for the next year.
Section I Action by Directors Without a Meeting: Whenever directors are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the directors entitled to vote thereon and returned to, tallied and published by the Secretary.
ARTICLE 7 OFFICERS
Section A President: The President shall be the principal executive officer of the NLA. The President shall preside at all meetings of the NLA and the Board of Directors. The President shall also serve as a member, ex-officio, of all committees except the Nominating Committee. The President shall appoint or remove all members of each committee, appointees and its chairman. Finally, the President shall be responsible for the general management of the affairs of the NLA and shall see that all orders and resolutions of the Board are carried into effect.
Section B First Vice President: The First Vice President shall perform the duties of the President in the event of the President's inability to serve.
Section C Second Vice President: The Second Vice President shall perform the duties of the President in the event of the President’s and the First Vice President’s inability to serve.
Section D Treasurer: The Treasurer shall be the financial officer of the NLA. The treasurer shall serve on any budget or finance committee which may be instituted by the President or the Board of Directors, and shall report to the Board of Directors at all regular meetings and to the members at their annual meeting concerning the finances of the NLA.
Section E Secretary: The Secretary shall attend all meetings of the members and the Board of Directors. The Secretary is also the keeper of the seal and upon instruction by either the President or the Board of Directors be authorized to use same.
ARTICLE 8 CHAIRMEN AND EXECUTIVE DIRECTOR
Section A Allied Trade Chairman: One Allied Chairman shall be chosen by the NLA Board of Directors upon recommendation received from the Allied Trade members. The Allied Trade Chairman shall represent the members of his/her category, with a non-voting position on the Board of Directors.
Section B Executive Director: The Executive Director must be approved by the Board of Directors and will be a paid position, the Board determining an appropriate salary. The Executive Director reports to the President, but is accountable to the Board of Directors. The Executive Director shall supervise the handling of all funds of the NLA, and its accountable systems, and shall provide for a financial report prior to every Board of Directors meeting and shall provide for an annual audit. The Executive Director shall sign and execute all contracts in the name of the NLA, excepting matters which constitute a conflict of interest or any other contractual conflict when countersigned by the president and the treasurer. The Executive Director in addition will maintain the membership directory as directed by the Board of Directors. The Executive Director also will carry out any function mandated by the Board of Directors and so approved. The Executive Director may manage, operate and direct a "Petty Cash" account with only the Executive Director's signature required - limit $500.00.
ARTICLE 9 FINANCE
Section A Bank Accounts: The funds of the NLA shall be deposited 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 of the office of the NLA and may provide for such conditions as two signatures for withdrawals and balances as the Board of Directors may deem appropriate with one being the Treasurer. A spending cap is hereby established which requires that at no time may the NLA assets be less than $250,000 unless the membership approves an override of this spending cap.
Section B Fiscal Year: The fiscal year of the NLA shall be prescribed by the Board of Directors.
Section C Budget: The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the NLA.
Section D Financial Reports: The Treasurer shall furnish to the Board of Directors, at the annual yearly meeting of the Board of Directors, a financial report of the NLA for the preceding calendar year, and at each meeting a financial update of the financial condition of the NLA.
Section E Audit of Accounts: The accounts of the NLA shall be audited not less than annually by a certified public accountant who shall be appointed by the Board of Directors and who shall provide a report to the Board of Directors and be supervised by the Executive Director.
ARTICLE 10 LIMITS ON LIABILITIES
Nothing contained herein shall constitute members of the NLA as partners for any purpose. No member, agent or employee of this Association shall be liable for the acts or failure to act on behalf of any other member, officer, agent or employee of the NLA. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omission to act arising out of his willful malfeasance.
ARTICLE 11 SEAL
The seal of the NLA shall bear the name of the NLA, the year of its creation, and the words "Corporate Seal".
ARTICLE 12 CONSTRUCTION
If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation govern.
ARTICLE 13 DISSOLUTION
The NLA shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and, upon the final dissolution of the NLA, no part of said funds shall insure or be distributed to members of the NLA. On such dissolution, the funds of the NLA may be paid over to a successor created by the reorganization of the NLA, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.
ARTICLE 14 AMENDMENTS
The Bylaws of the NLA may be amended by the voting members at any annual meeting, or at any special meeting called for that purpose. Voting can only take place when there is a quorum of the voting members as defined in these Bylaws in Article 5 section A.