Bylaws of the National Limousine Association, Inc.
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 * Revised February 13, 2012 * Revised March 16, 2015 * Revised February 29, 2016
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 under the laws of the District of Columbia.
Section B. Office: The principal office of the NLA shall be located at 49 S. Maple Avenue, Marlton, New Jersey 08053 or at such other location as may be directed and determined by the Board of Directors of NLA (“Board” or “Board of Directors”). All references hereinafter to “Board” or “Board of Directors” shall relate solely to the eighteen (18) representatives of Regular Active members, as defined in Article 3 Section A.1 hereof, who are elected by the Regular Active Members to seats on the Board and shall not apply to the six (6) individuals representing Allied Trade Members, as defined in Article 3 Section A.3 hereof, who shall function in an ex officio, non-voting capacity with respect to the Board.
ARTICLE 2 PURPOSE
The purpose of the NLA shall be as set forth in its articles of incorporation, as amended. To achieve those purposes, the NLA shall: (1) provide a national forum for the exchange of information and views by members of the NLA; (2) provide a mechanism for the collection of information and inform members concerning matters of mutual interest and concern; (3) advance the interest of the pre-arranged chauffeured ground transportation industry (“Industry”) and its members before the Congress of the United States and other Federal and state regulatory authorities; and (4) perform such duties as will benefit the NLA and its members.
ARTICLE 3 MEMBERS
Section A. Types of Members: NLA shall be comprised of the following types of members:
1. REGULAR ACTIVE MEMBER: The designation "Regular Active Member" shall apply to an individual, partnership or legal entity that meets the following qualifications:
a. Is engaged in the chauffeured transportation business; operates one or more motor vehicles; is able to substantiate that it has obtained proper commercial registration that references a Vehicle Identification Number corresponding to each vehicle in operation; is able to substantiate that each vehicle it operates has commercial liability insurance at coverage levels that meet or exceed the minimum requirements in the jurisdiction(s) applicable to that vehicle; is able to substantiate that each operator of its vehicle(s) possesses a valid operator’s license; is able to substantiate that the operator(s) of its vehicle(s) have passed any background check required in the jurisdiction in which a vehicle is operated; and offers such driver(s) and motor vehicle(s) on a prearranged basis to the public for hire and travel over irregular routes.
b. Is accepted for membership after thirty (30) days of publication on NLA’s official website, provided that there are no objections in writing received by NLA in regard thereto, or that in the event of opposition so expressed, such objection has been fully investigated by the Membership Committee which has concluded that the objection constitutes insufficient grounds on which to deny membership (“Publication and Opposition Period”), and
c. Has paid its dues set by the Board of Directors.
d. If there is common ownership, management or control over multiple Regular Active Members, the multiple members will be considered a single Regular Active Member for voting purposes under Art. 5, sec. D. In such cases, the multiple related members must designate which member holds the sole voting right.
Each Regular Active Member would still be obligated separately for membership dues and nothing in this provision should be construed as a waiver of NLA’s claims under Article 4.
2. ASSOCIATION MEMBER: The designation "Association Member" shall apply to a group of chauffeured transportation business owners and/or operators consisting of a minimum of five (5) owners and/or operators who have so organized their association on a non-profit basis. An Association Member shall be deemed qualified for Association Member status in NLA once it has furnished NLA with the following:
a. Its articles/certificate of incorporation and any amendments thereto;
b. Its Federal Tax Identification Number;
c. Its bylaws and any amendments thereto;
d. Its code of ethics;
e. A copy of the letter it received from the United States Internal Revenue Service that has determined that such association is exempt from income taxation;
f. A list identifying each of its current officers;
g. A list identifying each of its current directors;
h. A complete list of its current members; and
i. Payment of the dues established for this particular class of member as set by the Board of Directors.
3. ALLIED TRADE MEMBER: The designation "Allied Trade Member" shall be distinguished and identified as two (2) separate groups. Those two (2) groups shall be 1) Allied Vendors and Dealers and 2) Manufacturers, Coachbuilders and Livery Networks (i.e., traditional and contractual booking-to-trip relationships with internationally branded transportation companies for the purpose of outsourcing to smaller services in a distinct market, typically one (1) to three (3) companies per region). Those designations shall apply to individuals, partnerships and legal entities for whom the Publication and Opposition Period has passed and who meet the following qualifications:
a. Own or operate a trade or allied business which provides products, merchandise or services related to, necessary for, or reasonably required by those owning or operating chauffeured transportation businesses; and
b. Have paid the dues established for this particular class of member by the Board of Directors.
Section B. Termination and/or Transfer of Membership: Any Regular Active Member who shall cease to be an owner of a chauffeured transportation business shall automatically cease to be a member of NLA.
Section C. Suspension and/or Expulsion:
1. Automatic Suspension: Members of any classification shall be suspended automatically for not paying the current year's dues within the time period prescribed in Article 4, Section A hereof.
2. Suspension or Expulsion for Causes Other Than Failure to Pay Dues: Members may be expelled or suspended for cause unrelated to a failure to pay dues by two-thirds (2/3) vote of a quorum 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 expelled or suspended for cause, that member must be advised of the reason for expulsion or suspension and given an opportunity to present a defense prior to such expulsion’s or suspension’s being imposed. If after thorough investigation it is proven that the subject NLA member has broken any applicable Federal, State or municipal regulation, depending upon the severity of the violation(s) committed, that member’s membership in NLA and the benefits thereof can be terminated pursuant to a vote of expulsion or suspended pursuant to a vote or suspension for up to two (2) years.
Section D. Reinstatement: Any former member who has resigned or has been suspended 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 (1) 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 who has been expelled or suspended for reasons unrelated to a failure to pay dues may be reinstated by the Board at a time and upon such conditions as the Board may see fit.
Section E. Membership Directory: The NLA membership directory shall be published annually.
ARTICLE 4 DUES
Section A. Amount and Due Date: Dues 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 a year’s dues.
Section B. Delinquent Payment: Any NLA member whose dues payment remains delinquent for a period of sixty (60) days shall be notified of such delinquency and advised that such member’s NLA membership 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 B, if payment is not made by the end of ninety (90) days from the start of the fiscal year. During any period of suspension, a member whose dues remain unpaid 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. No 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; Attendance; Quorum: An annual meeting of the NLA shall be held in each calendar year on such date and at 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 it determines. Each Regular Active Member, Association Member, and Allied Trade Member who is not delinquent in the payment of its dues to NLA may attend all meetings of NLA’s membership. Ten percent (10%) of the voting members of the NLA must be present in person or by proxy to constitute a quorum. A quorum is required for the transaction of business at any regular or special meeting. Unless otherwise specified herein, 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. Except as otherwise described in Article 5, Sections D and F or Article 15, meetings or voting of members by telephone, electronic mail (email), or any other form of electronic or telephonic transmissions are not permitted.
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, by United States mail, or by email, addressed to each member of the NLA at the address on file at the NLA office not less than ten (10) nor more than fifty (50) 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 all of the members entitled to vote thereon. Returned, tallied and published results will go to the Board.
Section D. Voting; Proxies: Registration: At each meeting of NLA’s membership, each Regular Active Member who is not delinquent in the payment of its NLA dues and is properly registered may cast one (1) vote, either in person or by proxy, on each matter brought before the NLA membership for a vote. If there is common ownership, management, or control over multiple Regular Active Members, such multiple members will be considered a single Regular Active Member for voting purposes, with the single designated member of the group being eligible to cast one (1) vote. Association Members shall not be entitled to cast votes at NLA membership meetings. Each Allied Trade Member who is not delinquent in the payment of its NLA dues and is properly registered may cast one (1) vote, either in person or by proxy, on any matter brought before the membership for a vote. 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, in such form as the Board of Directors shall determine, with the NLA office prior to the commencement of the meeting. Balloting for the election of Directors shall, however, be conducted by mail or by electronic transmissions as determined by the Board of Directors.
Section E. Order of Business: The order of business at all meetings of members shall be as determined by the Board of Directors.
Section F. Nomination of Directors: Together with the notice of the annual meeting of members, the NLA office shall send a copy of the report of the Nominating Committee to all members. The election shall be conducted by ballot. The notice will include the Ballot with specific instructions, , the resumes of the chosen slate of nominees and, if sent by mail, then a "Ballot Only" envelope and an "NLA Elections" return envelope.
ARTICLE 6 BOARD OF DIRECTORS
Section A. Authority and Responsibility: The Board of Directors shall be vested with authority to supervise, control, and direct NLA’s affairs, shall determine NLA’s policies or changes therein within the limits of the bylaws, shall actively prosecute NLA’s objectives, and shall have discretion in the disbursement of NLA’s funds. The Board of Directors 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 of the Board; Elections; Eligibility; Term: The Board of Directors shall consist of eighteen (18) individuals who are corporate officers or principals of Regular Active Members in NLA who have maintained that membership for at least two (2) consecutive years. Twelve (12) of that number, each employed by a Regular Active Member whose principal office is based in the United States, shall be determined pursuant to the conduct of regional elections, and four (4) others, each employed by a Regular Active Member whose principal office is based in the United States, shall be elected on an at-large basis. Finally, one (1) of the eighteen (18) shall be employed by a Regular Active Member whose principal office is based in Canada and one (1) other of the eighteen (18) shall be employed by a Regular Active Member whose principal office is based in a country other than the United States or Canada.
With respect to the twelve (12) directors who will be determined by regional elections, NLA shall divide the United States into the following four (4) 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
There will be four (4) separate ballots distributed across the United States, one for each of the above-identified regions.
Each Regular Active Member based in the United States may vote for candidates for Board seats who are from that Regular Active Member’s region, as well as for at–large candidates. Each Regular Active Member based in Canada will be entitled to vote solely for one candidate to fill the Canadian seat on the Board. Each Regular Active Member based in a country other than Canada or the United States may vote solely for one member of the Board who is employed by a Regular Active Member based in a country other than Canada or the United States. Election to the Board will be determined by a nominee’s receiving at least a plurality of the ballots cast for that seat on the Board.
In addition to the foregoing, up to six (6) individuals who are principals of or employed by Allied Trade Members may be appointed annually during the course of NLA’s national convention by the eighteen (18) directors comprising the newly-constituted Board and shall serve in a non-voting, ex officio capacity with respect to the Board. The eligibility of those six (6) individuals to function in that capacity will be predicated on their being principals of or employed as officers by a company that has occupied the status of an Allied Trade Member in NLA for at least two (2) consecutive years.
The Executive Director of NLA shall also serve in a non-voting, ex officio capacity vis-à-vis the Board.
Each of the eighteen (18) Regular Active Member directors shall be elected for a three (3)-year term. The Allied Trade Member representatives on the Board shall each be elected for a one (1)-year term.
Section C. Term Limit and Other Restrictions of Directors: Any Regular Active Member sharing common ownership with another Regular Active Member can have only one (1) representative on the NLA Board of Directors at one (1) 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 competes with NLA or the Industry. A Regular Active Member Director may be elected by the voting members for consecutive terms. Allied Trade Member representatives serving in a non-voting, ex officio capacity with respect to the Board may be reappointed for additional one (1) year terms without any mandated interruption of such terms.
Notwithstanding the foregoing restrictions, nothing herein shall prevent a Regular Active Member from having one (1) of its officers or principals serve as a director on NLA’s Board simultaneously with that Regular Active Member’s having another one (1) of its officers or principals serve on another board of directors that is competitive with NLA or the Industry.
Section D. Replacement of Directors: In the event that any person shall become unable or unwilling to serve in the director’s seat to which he/she has been elected, the Board of Directors shall name a replacement. In the event that the resigning or incapacitated director held one (1) of the twelve (12) regional seats on the Board, that seat shall be offered to the candidate who had obtained the next highest number of votes in the most recent election for that region. That candidate shall serve the balance of the outgoing director’s term. If the resigning director held an at-large seat on the Board, then that seat shall be offered to the candidate who had received 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. In the event that there are no candidates from the most recent election eligible for or willing to accept appointment as a director, then the vacated seat shall remain unfilled until the next election.
In the event that 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 of the above-four (4) identified regions of the United States. The replacement must be eligible to serve on the Board in that current year.
In the event that the Canadian Regular Active Member director is unable or unwilling to occupy the Board seat to which he or she was elected, that seat shall be offered to the candidate who had obtained the next highest number of votes in the most recent election for the Canadian director’s seat. That candidate shall serve the balance of the outgoing director’s term. In the event that there are no candidates from the most recent Canadian director election eligible for or willing to accept appointment as a director, then the vacated seat shall remain unfilled until the next election.
In the event that the director representing a Regular Active Member other than one based in the United States or Canada is unable or unwilling to occupy the Board seat to which he or she was elected, that seat shall be offered to the candidate who had obtained the next highest number of votes in the most recent election for that seat. That candidate shall serve the balance of the outgoing director’s term. In the event that there are no candidates from the most recent election for that seat eligible for or willing to accept appointment as a director, then the vacated seat shall remain unfilled until the next election.
In the event that any Allied Trade Member shall become unable or unwilling to occupy the Board seat to which the Board had elected him or her, the Board shall hold an election within thirty (30) days of the notice thereof by means of facsimile or electronic mail vote to choose a replacement from among the remaining candidates for that seat who had been found qualified to fill that position in the most recently conducted election for that Allied Trade Member seat.
Section E. Failure to Attend Meetings: Any 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 F. 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) other meetings 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. Special meetings of the Board of Directors may be called at any time by the President or by any five (5) directors exclusive of the Allied Trade Member representatives acting in a non-voting, ex officio capacity with respect to the Board. Legal counsel may be present at all meetings of the Board if so ordered. Ten (10) days written notice by mail or email 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 shall preside, but in that individual’s absence, the First Vice President or Second Vice President shall preside. If neither the President, First Vice President nor Second Vice President is present, a chairman will be chosen by the Board and shall preside. Any or all directors may participate in a meeting of the Board of Directors by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. No vote at any Board of Directors meeting may be cast by proxy.
Section G. 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 6, Section D. 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 H. 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 Executive Director.
Section I. 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 J. 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 of such officer shall take effect upon receipt thereof by the Board 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, i.e., business problems or health reasons, that individual may not run again for the Board.
ARTICLE 7 OFFICERS
Section A. President: The President shall be the principal executive officer of the NLA, and the President shall preside at all meetings of the NLA and the Board of Directors. The President shall also serve as the chair and as a voting member of the Executive Committee, but shall function in a non-voting, ex officio capacity on all other committees, the sole exception being that the President may not serve in any capacity on the Nominating Committee. 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 on the finances of NLA to the Board of Directors at all regular meetings and to the members at their annual meeting.
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 NLA corporate seal and upon instruction by either the President or the Board of Directors shall be authorized to use same.
Section F. Election of Officers: The annual election of officers by each newly-elected Board of Directors shall take place at the Board’s meeting that immediately precedes the conduct of the International LCT Show. The positions to be filled will be for one (1) term or until the next annual meeting or until a successor is elected and shall be those of President, First Vice President, Second Vice President, Treasurer and Secretary.
Section G. Succession of Officers: In the event the President is 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 shall 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 is 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 is 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 8 COMMITTEES
Section A: Standing Committees: Identified below are the standing committees of NLA. The President shall appoint the chair or co-chairs of each committee. With the exception of the Executive Committee and the Nominating Committee, the chair or co-chairs of each of the other standing committees shall have discretion to determine the size of their respective committees. The size of the Executive Committee and the Nominating Committee shall be as prescribed in Sections A.1 and A.2 of this Article 8. The chair or co-chairs of each committee, other than the Executive Committee and Nominating Committee, shall have the power to appoint the constituents of their respective committees. The constituency of the Executive Committee and the Nominating Committee shall be established or determined as set forth in Sections A.1 and A.2 of this Article 8.
1. Executive Committee: This Committee shall consist of five (5) members of the Board who shall be the President, First Vice President, Second Vice President, Secretary and Treasurer. Each shall have voting rights on the Executive Committee. The President shall serve as the chair of the Executive Committee. The Committee is empowered to initiate investigations upon the request of the Board, make recommendations and bring such matters to the Board for a vote and/or take such action as directed by the Board. Executive Committee Meetings may be called by the President or by any two (2) members of the Executive Committee. A majority of the Executive Committee shall constitute a quorum. The Executive Director and General Counsel of NLA may attend meetings of the Executive Committee at the direction of the President.
2. Nominating Committee: The Nominating Committee shall consist of five (5) members. Four (4) of those five (5) members, all of whom shall be members of the Board, shall be appointed by the President. The chair and co-chairs of the Nominating Committee shall appoint the fifth (5th) member of the Nominating Committee by selecting that individual from NLA’s membership at large. That fifth (5th) member need not secure Board approval as a prerequisite to serving on the Nominating Committee. It shall be the mission of the Nominating Committee to recruit qualified candidates to serve on the Board of Directors and to oversee NLA’s annual election of its Board. 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 NLA shall not be a member of this committee.
3. Membership Committee: It shall be the mission of the Membership Committee to increase NLA’s overall membership and to make recommendations designed to maximize the value of that membership.
4. Finance Committee: The Treasurer of NLA shall serve as the Chairperson of the Finance Committee. It shall be the mission of the Finance Committee to ensure the sound financial standing and long-term stability of NLA.
5. Bylaws Committee: It shall be the mission of the Bylaws Committee to maintain constant oversight of NLA’s bylaws, ensure that NLA’s rules are followed, evaluate whether need exists to amend the bylaws, consider the wording and advisability of proposed amendments thereto, conduct research in connection therewith when necessary, confer with NLA’s General Counsel on bylaws revisions, recommend for adoption amendments to the bylaws, and make recommendations regarding meeting procedures in accordance with ROBERT’S RULES OF ORDER, Revised.
6. Legislative Committee: It shall be the mission of the Legislative Committee to foster on NLA’s behalf a proactive government relations program to protect members from harmful regulation and legislation and to guide lobbyists engaged by NLA to represent its interests.
7. Management Oversight Committee: It shall be the mission of the Management Oversight Committee to monitor the performance of the management company selected by NLA to manage NLA’s daily affairs, as well as negotiate new agreements with that management company and other service providers to NLA.
8. Association Liaison Committee: It shall be the mission of the Association Liaison Committee to build NLA membership through local association relationships, provide support to local groups to strengthen their own membership, and serve as a conduit between and among such associations.
9. Charity Fundraising Committee: It shall be the mission of the Charity Fundraising Committee to raise funds for NLA’s philanthropic arm, the Harold Berkman Memorial Fund.
10. International Committee: It shall be the mission of the International Committee to identify and address issues and concerns of non-U.S. members of NLA.
11. Political Action Committee: It shall be the mission of the Political Action Committee to raise funds to support NLA’s legislative and regulatory goals.
12. Scholarship Committee: It shall be the mission of the Scholarship Committee to implement a program for new members to attend the annual International LCT Show.
13. Show Committee: It shall be the mission of the Show Committee to design the education program of the International LCT Show and implement measures to help ensure that the International LCT Show offers high value and is a success.
14. Sponsorship Committee: It shall be the mission of the Sponsorship Committee to cultivate and secure sponsor relationships and ensure the highest value return to sponsors of NLA events and to NLA.
15. Technology Committee: It shall be the mission of the Technology Committee to stimulate full use of available technology to recruit and retain NLA members.
Section B: Ad Hoc Committees: The Board of Directors, at its direction, may from time to time elect to appoint various ad hoc committees comprised of two (2) or more of the Board’s members to assist the Directors in the conduct of NLA’s affairs.
Section C: Minutes; Participation of Meetings: Committees shall regularly report to the Board (in writing or verbally as directed by the Board) on their meetings and determinations. The Executive Director or his/her designee may be tasked to take such minutes. Chairs or co-chairs of committees presenting oral reports may do so with the assistance and prompting of the Executive Director. Any or all members of a committee may participate in their committee’s meetings by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. No vote at any committee meeting may be cast by proxy.
ARTICLE 9 EXECUTIVE DIRECTOR
The Executive Director must be approved by the Board of Directors and will be a paid position. The Executive Director shall report to the President, but shall be accountable to the Board of Directors. The Executive Director shall:
(1) supervise the handling of all funds of the NLA and its accountable systems;
(2) provide for a financial report prior to every Board of Directors’ meeting;
(3) provide for an annual audit;
(4) sign and execute all contracts in the name of the NLA, excepting matters that constitute a conflict of interest or any other contractual conflict when countersigned by the President and the Treasurer;
(5) maintain the NLA membership directory as directed by the Board of Directors, and
(6) carry out any function mandated by the Board of Directors and so approved.
ARTICLE 10 FINANCE
Section A. Bank Accounts: The funds of the NLA shall be deposited from time to time by or at the direction of the Board of Directors. The Board of Directors may provide, or may delegate to a management company (“Management Company”) to 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 (2) signatures for withdrawals and balances as the Board of Directors or Management Company may deem appropriate. 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 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 or Management Company and who shall provide a report
to the Board of Directors and be supervised by either the Executive Director or
ARTICLE 11 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 that individual’s willful malfeasance.
ARTICLE 12 SEAL
The seal of the NLA shall bear such
information as determined by the Board of Directors.
If there be any conflict between the provisions of NLA’s articles of incorporation and these bylaws, the provisions of the articles of incorporation shall govern.
ARTICLE 14 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 inure or be distributed to members of the NLA. On such dissolution, the funds of the NLA may be paid over to such recipient(s) as described in the Articles of Incorporation, to a successor created by the reorganization of the NLA, or if there be no such named recipient or successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.
ARTICLE 15 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 or by ballot. Voting (including by ballot) can only take place when there is a quorum of the voting members as defined in these bylaws in Article 5 Section A.