BY-LAWS OF
GEORGIA LIMOUSINE
ASSOCIATION, INC.
A Nonprofit
Corporation
(“The
Association”)
These By-Laws are the
By-Laws of the GEORGIA LIMOUSINE ASSOCIATION, INC. which is the
corporation created by Articles of Incorporation filed with the
Secretary of State of Georgia on October 10, 1987. (The “Articles
of Incorporation”).
ARTICLE 1
Offices
Section 1. Registered
Office. The
registered office of the Association shall be located in the
Metropolitan Atlanta area, or such other office as the board of
directors shall select.
Section 2. Other Offices. The Association may also
have offices at such other places within the State of Georgia as
the board of directors may from time to time determine or the
business of the Association may make appropriate.
ARTICLE 2
Purpose
The purposes of the
Association shall be to provide a State forum for the exchange of
information and views by the membership of the Association; to
provide a mechanism for the collection of information and
statistical data; to make available the means to educate and inform
members on matters of mutual interest and concern; to promulgate a
“Canon of Ethics and Standards of Practice” relative to the
industry and hear grievances related thereto, to advance the
interests of the industry and its members before the Government of
the State of Georgia and other regulatory authorities; to offer its
members statewide promotion and publicity; to provide the industry
and its member savings on group and/or individual insurance; and to
perform all such lawful duties as well benefits the Association and
its membership.
ARTICLE 3
Membership
Section 1. Types of
Membership. There
shall be the following types of membership in the
Association:
a.
Active Members
b.
Associate Members
c.
Honorary Members
d.
Such other types of memberships as may from time to time be created
by the Board of Directors in its discretion.
All individuals,
corporations, partnerships, and other entities complying with the
applicable conditions of membership shall be eligible for
membership in the Association. Upon approval of its membership
application, each such enmity shall appoint one individual to serve
as its representative for purposes of exercising the rights of
membership.
Section 2. Active Members. The designation “Active
Member” shall apply to individuals and entities that meet the
following qualifications:
a.
Own and/or operate a limousine business in the State of Georgia,
meeting all applicable State of Georgia and local government
drivers licensing, business licensing, and additional regulatory
requirements for the operation of a Georgia business;
b.
Are recommended for membership by a majority vote of the membership
committee;
c.
Are accepted for membership by a vote of the Board of
Directors;
d.
Adopt the “Canon of Ethics and Standards of Practice” promulgated
by the Association; and
e.
Pay the annual dues.
Section 3. Associate
Members. The
Designation “Associate Members” shall apply to individuals and
entities meeting the following qualifications:
a.
Own and/or operate a trade of business providing products,
services, equipment, or merchandise related or necessary to, or
reasonably required by those engage in the operation of a limousine
business;
b.
Are recommended for membership by a majority vote of the membership
committee;
c.
Are accepted for membership by a vote of the Board of Directors;
and
d.
Pay any fees or dues established for the category of membership by
the membership committee.
Associate members
shall have no voting privileges and shall not be entitled to hold
elective office, except as expressly set forth hereinafter, but are
entitled to full attendance privileges at all open meetings.
Section 4. Honorary
Members. The Board
of Directors may appoint such natural persons as “Honorary Members”
as it deems advisable, in its discretion, provided that such
persons must not otherwise qualify for membership. Honorary Members shall have no
voting rights, are not required to pay dues, and may not hold
elective office, but may attend all open meetings.
Section 5. Termination. All Active Members who
cease to meet the membership requirement set forth in Article 3,
Section 2(a) supra shall automatically lose their
membership.
Section 6. Expulsion and
Suspension.
a.
All Active and Associate Members may be summarily suspended or
expelled from membership by vote of the Membership Committee for
failure to pay dues as described herein. Such members may be reinstated
upon application and payment of dues to a current status
b.
Members of any classification may be expelled or their membership
may be suspended for cause, sufficiency of which is to be within
the sole discretion of the Board of Directors, upon a two-thirds
vote of those present at any meeting of the Board of Directors,
following notice and hearing before the Board. Members expelled or suspended
under the provisions of this paragraph may only be reinstated by
two-thirds vote of the Board of Directors under such conditions as
the Board may deem fit to impose.
c.
A member expelled or suspended shall not be entitled to any
services from the Association.
ARTICLE 4
Dues
Section 1. Amount and Due
Date. Dues shall
be established for each class by the Board of Directors and shall
be payable on or before June 30 annually.Dues for NEW members will be prorated on a quarterly basis
once the annual renewal date of June 30 has past.
Section 2. Delinquent
Payment. Members
whose dues are delinquent may be expelled or suspended as set forth
hereinabove, with or without notice, as deemed necessary within the
discretion of the Membership Committee.
Section 3. Refund. No dues shall be refunded to a
member whose membership terminates, regardless of cause or reason,
except as may be permitted by two-thirds vote of the Board of
Directors.
ARTICLE 5
Meetings
Section 1. Location of
Meetings. All
meetings of members shall be held at such place within the State of
Georgia as may be from time to time fixed by the board of directors
or as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof or at the Association’s
registered office if not so fixed or stated.
Section 2. Annual
Meetings. Annual
meetings of members shall be held and the date, time, and location
shall be set and notification thereof given to the membership by
the Board of Directors no less than sixty days from date of said
annual meeting. At
each such meeting, the members shall, by a majority vote, elect
directors for available seats, and, by majority vote, transact such
other business as may be properly brought before the
meeting.
Section 3. Special
Meetings. Unless
otherwise prescribed by law or by the Articles of Incorporation,
special meetings of members may be called for any purpose or
purposes by the president, the Board of Directors, the holders of
40 percent of the outstanding voting interest in the Association,
or such other officers or persons as may at the time be provided in
the Articles of Incorporation, or in the event there are no
officers or directors, then by any member.
Section 4. Notice of
Meetings. Written
notice of a meeting stating the place, day and hour of meeting and,
in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10)
nor more than forty (40) days before the date of the meeting,
except as expressly set forth otherwise herein. Such delivery shall be by U.S.
Mail, postage paid, to the address of the member listed in the
records of the Association.
Section 5. Business of
Meetings. At an
annual meeting of members, any matter relating to the affairs of
the Association, whether or not stated in the notice of meeting,
may be brought up for action (unless otherwise provided by
law). Unless a
majority of the members of this Association entitled to vote are
present and specifically agree thereto in writing, no matter that
was not stated in the notice of a special meeting of members shall
be brought up for action at such a special meeting.
Section 6. Quorum. The holders of twenty (20)
percent of the interests entitled to vote, present in person or by
proxy, shall constitute a quorum at all meetings of members for the
transaction of business except as otherwise provided by law. If a quorum shall not be
present, the members present in person or by proxy shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. At such reconvened meeting,
any business may be transacted which might have been transacted at
the adjourned meeting.
Section 7. Majority. If a quorum is present, the
affirmative vote of a majority of the members entitled to vote and
represented at the meeting shall be the act of the members, except
that unanimous vote of all members entitled to vote and represented
at the meeting shall be required to approve matters at a special
meeting of members with respect to which matters no notice had been
given in the notice of such special meeting.
Section 8. Voting. Each Active Member shall be
entitled to one vote, in person or by proxy and shall, if
applicable, designate one representative from the member entity to
cast such vote. All
proxies must be in form approved by the Board of Directors and
shall be presented to the Association Secretary or his or her
designee prior to the call of the relevant meeting.
Section 9. Action by Consent.
Any action required or
permitted to be taken at a meeting of members may be taken without
a meeting if a consent in writing, setting forth the action so
taken, is signed by the holders of all interests entitled to vote
with respect to the subject matter thereof.
Section 10. Order of
Business. The
Order of Business for any meeting shall be established by the
Officer or Director presiding over same, but shall include, if a
meeting of the general membership, a financial report, and a
reading and approval of the minutes of the last meeting. All meetings shall be
conducted under parliamentary procedure as set forth in Roberts’
Rules of Order, tenth edition, or its successive revisions, when
not in conflict with these By-laws, the Articles of Incorporation,
or provision of law.
Section 11. Closed
Meetings. All
meetings of the general membership shall be open to all
members. The Board of
Directors may declare its meetings closed for cause or may declare
such portions of its meetings closed for cause as it deems to be in
the best interest of the Association. A voice recording of all closed
meetings or closed portions of meetings must be kept by the Board
on file with the Secretary as well as written minutes of the
meeting. Subject to
direction otherwise by the Board, such documentation shall only be
available to the membership as provided by law.
ARTICLE 6
Directors
Section 1. Number;
Election. The
number of directors shall be seven (7).
a.
There shall be two classes of Directors, the first class being
designated as seats one through four and the second class being
designated as seats five through seven.
b.
The first class, designated as seats one through four, shall be
elected biannually at the annual meeting of members, and each
director elected shall serve a two-year term and until his
successor shall have been elected and qualified. No director elected to seats one
through four may succeed himself in office except as expressly
provided herein.
c.
The second class, designated as seats five through seven, shall be
elected annually at the annual meeting of members and shall serve a
one-year term and until his successor shall have been elected and
qualified. A director
elected to seats five through seven may succeed himself in
office.
d.
Any Director serving in seats one through four as of the date of
adoption of these by-laws shall be considered to be serving in the
first year of a two-year term at the time of adoption and shall
finish out the remainder of such two-year term.
Section 2. Vacancies. Any vacancy occurring in
the board of directors may be filled by the affirmative vote of a
majority of the remaining directors even though the remaining
directors may constitute less than a quorum of the board of
directors. A director
elected to fill a vacancy shall be elected for the un-expired
portion of the term of his predecessor in office and shall be
allowed to succeed himself in office for one term thereafter, if so
elected.
Section 3. Powers. The business and affairs of the
Association shall be managed by its board of directors, which may
exercise all such powers of the Association and do all such lawful
acts and things as are not by law or the Articles of Incorporation
or these Bylaws directed or required to be exercised or done by the
members.
Section 4. Compensation of
Directors. The
board of directors shall receive no compensation, except as
provided in Section 5 of this Article 6.
Section 5. Indemnification. As
an inducement to the officers and directors of the Association to
act on the Association’s behalf, the Association shall, out of its
general funds or by special assessment, indemnity and hold harmless
each officer or director acting in accordance with these By-Laws
and the Articles of Incorporation, including without limitation all
actions taken in connection with the levying, collection and
enforcement of dues.
All such indemnification shall be paid upon written request of such
officer or director setting forth in reasonable detail the reason
for such indemnification, which request shall be given to each of
the officers of the Association.
ARTICLE 7
Meetings of the Board
of Directors
Section 1. Location of
Meetings. Meetings
of the board of directors, regular or special, shall be held either
within the State of Georgia, at such place as the Board
determines.
Section 2. First Meeting of New
Board. The first
meeting of each newly elected board of directors shall be held
immediately following the annual meeting of members at the place
where such annual meeting is held. Such meeting shall be designated
as the annual meeting of the board of directors, and no notice of
such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be
present. Alternatively, the new board of directors may convene at
such place and time as shall be fixed by the consent in writing of
all its members.
Section 3. Regular
Meetings. Regular
meetings of the board of directors may be held with such frequency
and at such time and at such place as shall from time to time be
determined by the board. If the board has so fixed the
frequency, time, and place of regular meetings, no notice thereof
shall be necessary.
Section 4. Special Meetings.
The chairman of the board, by the president, may call special
meetings of the board of directors or by any four directors on ten
days notice, delivered to the address on file with the Association,
by U.S. Mail, postage paid.
Section 5. Notice of
Meetings. Notice
of a meeting need not be given to any director who signs a waiver
of notice either before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement,
the lack of notice thereof. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the board of directors need be specified in the notice or waiver
of notice of such meeting.
Section 6. Quorum. A majority
of the directors shall constitute a quorum for the transaction of
business unless a greater number is required by law or by the
Articles of Incorporation. If a quorum shall not be present
at any meeting of directors, the directors present may adjourn the
meeting from time to time until a quorum shall be present, without
notice of the time and place that the meeting will be reconvened
other than announcement at the adjourned meeting.
Section 7. Majority. The act of
a majority of the directors present at any meeting at which a
quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by law or by the
Articles of Incorporation.
Section 8. Action by
Consent. Any
action required or permitted to be taken at a meeting of directors
or a committee thereof may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all
directors or all members of the committee, as the case may be,
entitled to vote with respect to the subject matter thereof Such
consent shall be filed with the minutes of the proceedings of the
board or the committee
Section 9. Ex-Officio
Members. The
Immediate Past President and General Counsel of the Association
shall serve as ex-officio members of the Board of Directors.
Section 10. Removal. Any Director may be removed from
office by a two-thirds vote of the membership present and voting,
by proxy, or in person, at any meeting of members.
ARTICLE 8
Notices
Section 1. Required
Notices. Whenever,
under the provisions of applicable law, the Articles of
Incorporation or these By-Laws, any notice is required to be given
to any director or member, such notice shall be given in writing
and delivered either personally or by first class mail or telegram,
addressed to such director or member, at his address as it appears
on the records of the Association. If mailed, such notice shall be
deemed to be delivered three (3) business days after it was
deposited in the United States mail with first class postage
prepaid. Notices given
by any other means shall be deemed delivered when received by the
addressee.
Section 2. Waiver of
Notice. Whenever
under the provisions of applicable law, the Articles of
Incorporation or these By-Laws, any notice is required to be given
to any director or member, a written waiver thereof signed by the
person or persons entitled to such notice, either before or after
the time stated therein, shall be deemed the equivalent to the
giving of such notice.
ARTICLE 9
Officers
Section 1. Offices; Election;
Term. The officers
of the Association shall be chosen by the Board of Directors and
shall be a President, a Vice-President, a Secretary, and a
Treasurer. Officers
shall be elected from seats one through four of the Board of
Directors, by the Board of Directors. Such election shall take place
biannually at the first meeting of the Board of Directors following
the annual meeting of members at which said Board is elected and
officers shall hold offices for a two-year term and until their
respective successors have been elected and shall have
qualified. If the
Board of Directors shall fail in any year or years to meet and
elect officers, the officers last elected shall continue to hold
office.
Section 2. Salaries. The officers shall receive
no compensation except as provided in Section 5 of Article
6.
Section 4. Removal;
Vacancies. Any
officer or agent elected or appointed by the board of directors may
be removed by the board at any time with or without cause by the
affirmative vote of a majority of the board of directors, Officers
and agents otherwise elected or appointed may be removed in
accordance with Georgia law. The board of directors may fill
any vacancy occurring in any office of the Association.
Section 5. The President. The president shall be the
chief executive officer of the Association, shall preside at all
meetings of members and the board of directors, shall have general
and active management of the business of the Association and shall
see that all orders and resolutions of the board of directors are
carried into effect.
He or she shall have the authority and power to execute on behalf
of the association bonds, mortgages, notes, contracts, leases and
other documents and instruments (whether or not requiring a seal of
the Association) except where such documents or instruments are
required by law to be otherwise signed and executed and except the
signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the
Association.
Section 6. Vice President. The vice president shall,
in the absence or disability of the president, perform the duties
and exercise the powers of the president. The vice president shall perform
such other duties and have such other powers as the board of
directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend
all meetings of members and the board of directors and shall record
the proceedings of such meetings in books to be kept for that
purpose, and shall perform like duties for the committees of
directors when required. He or she shall give, or cause to
be given, notice of all meetings of members and special meetings of
the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or the president, under
whose supervision he shall be. He or she shall have custody of
the corporate seal of the Association and he shall have authority
to affix it to any instrument requiring it and when so affixed it
may be attested by his signature.
Section 8. Treasurer. The treasurer shall have
the custody of the corporate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in books
belonging to the Association and shall deposit all monies and other
valuable effects in the name and to the credit of the Association
in such depositories as may be designated by the board of
directors. He or she
shall disburse the funds of the Association as may be ordered by
the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of
directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of
the financial condition of the Association. If required by the board of
directors, he or she shall give the Association a bond in such sum
and with surety or sureties as shall be satisfactory to the board
of directors for the faithful performance of the duties of his or
her office and for the restoration to the Association, in case of
his or her death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of
whatever kind in his possession or under this control belonging to
the Association.
Section 9. Removal. Any Officer may be removed from
office by a two-thirds vote of the membership present and voting,
by proxy, or in person, at any meeting of members.
Section 10. Associate
Chairman. There
shall be elected by majority vote of the
Associate Members, at
the annual meeting of members, an Associate Chairman. The
Associate Chairman
shall have full attendance rights at all open meetings of the Board
of
Directors but shall
have no vote.
ARTICLE 10
Committees
Section 1. Membership
Committee. There
shall be a membership committee which shall have responsibility for
all matters concerning membership not expressly reserved otherwise
to the Board of Directors. The Secretary of the Association
shall be an ex-officio member of the Membership Committee. The committee shall have
three members, which shall be appointed by the President from among
the active membership, and shall elect a chairman.
Section 2. Ethics
Committee. There
shall be an Ethics Committee composed of the President and four
other members, appointed by the Board of Directors, which shall
have the duty of hearing complaints from the public or membership
relative to violations of the “Canon of Ethics and Standards of
Practice” and referring any findings to the Board of Directors with
a recommendation for disposal. The Ethics Committee shall also
have responsibility for drafting any revision, amendment, or
modification of the “Canon of Ethics and Standards of
Practice".
Section 3. Other
Committees. There
shall be such other committees, as the Board of Directors shall see
fit to establish from time to time for such purposes and under such
terms as the Board, in its sole discretion, sees fit.
ARTICLE 11
General
Provisions
Section 1. Checks. All checks, drafts, demands for
money and notes of the Association shall be signed by such officer
or officers or such other person or persons as the board of
directors may from time to time designate.
Section 2. Fiscal Year. The fiscal year of the
Association shall be fixed by resolution of the board of
directors.
Section 3. Seal. The Association shall have a
corporate seal which shall have inscribed thereon the name of the
association and the words "Corporate Seal-Georgia". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any
manner reproduced. The
board of directors may from time to time authorize any other
officer to affix the seal of the Association and to attest to such
affixation by his signature.
Section 4. Books and
Records. The
Association shall keep correct and complete books and records of
accounts and shall keep minutes of the proceedings of its members,
board of directors, and committees of directors.
Not later than two
(2) months after the close of each fiscal year, and in any case
prior to the next annual meeting of members, the Association shall
prepare a balance sheet showing in reasonable detail the financial
condition of the Association as of the close of its preceding
fiscal year, and a profit and loss statement showing the results of
its operations during such fiscal year. Upon written request, the
Association promptly shall mail to any member of record a copy of
such balance sheet and profit and loss statement.
Section 5. By-Law
Amendments. These
By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the members.
Section 6. Conflict. In the event of any
conflict between these By-Laws and the following, the controlling
language shall be found in: the laws of the State of Georgia, the
Articles of Incorporation, in the order listed.
I certify these
By-Laws to be true and correct as adopted by the Board of
Directors.
Secretary
Georgia Limousine Association
