The Virginia Limousine Association is governed under the VLA Bylaws and ascribes to the VLA Code of Ethics in order to promote confidence and growth in the limousine industry across the Commonwealth of Virginia.
BY-LAWS OF LIMOUSINE ASSOCIATION OF VIRGINIA, INC.
Limousine Association of Virginia, Inc. (hereinafter the “Association”) shall be a non-stock corporation organized pursuant to the laws of the Commonwealth of Virginia. There shall be three classes of membership as set forth herein:
1. Full Members: Any individual who owns or operates a business licensed in Virginia which provides limousine services. Each member of this class shall be entitled to one vote on all matters that come before the Association for consideration.
2. Associate Members: Any other individuals who own, operate or are full time employees of a business or organization which regularly provide services or products for the use or benefit of the limousine industry. Each member of this class shall be entitled to one vote on all matters that come before the Association for consideration.
3. Honorary Members: The duly elected and actively serving officers of similar associations serving the limousine industry in the District of Columbia and the states of Maryland, West Virginia and North Carolina. Honorary Members may not hold an elected officer’s position in the corporation. Each member of this class shall be entitled to one vote on all matters that come before the Association for consideration.
Members in either class shall only be those persons who are in good standing through the payment of such dues as may be assessed from time to time and otherwise eligible for membership. Only those members in good standing shall have the right to vote on any matter that comes before the Association.
Any member in good standing may submit a letter of recommendation along with an application from a potential new member. Such application shall be submitted to the Association’s secretary prior to any regular meeting. Upon receipt of completed application, the -2-
name of the applicant shall be published to the Association’s membership prior to the following regularly scheduled meeting, at which the members then present shall vote on the application.
An application for Full Membership shall consist of:
1. Completed application form
2. Letter of recommendation from an existing Full Member
3. A copy of current business license
4. Copy of DMV Motor Carrier Application or Certificate
5. Application Fee of $25.00 (non refundable)
6. Proof of insurance to operate a limousine
An application for Associate Membership shall consist of:
1. Completed application form
2. Letter of recommendation from an existing member
3. A copy of current Business License
4. Application fee of $25.00 (non refundable)
ANNUAL MEMBERSHIP DUES
The annual membership dues shall be due and payable on or before July 31 of each year, or such different date as may from time to time be established by the officers of the Association. The amount of the annual membership dues shall likewise be determined from time to time by the officers of the Association and published to the membership. Minimum dues for each class of membership shall be:
1. Full Member- $100.00
2. Associate Member- $100.00
3. Honorary Member- $ 10.00 -3-
MEETINGS OF THE MEMBERS
Section I – Regular Meetings: The regular meetings of the members of the Association shall be held on the first Monday of the following months: February, April, June, August, October, and December. In the event a meeting date falls on a holiday/holiday week, the meeting will be held on the second Monday of that month. The President shall have the right to reschedule meetings in the event of unforeseen circumstances. Meetings shall be held at the principal place of business of the Association, or at such other place in the Commonwealth of Virginia, as may from time to time be fixed by the Board of Directors, or in the absence of action by the directors, as may be fixed by the President.
Section II – Annual Meeting: The regular meeting held on the first Monday in June shall be the Annual Meeting and shall be for the purpose of receiving reports of the officers, committees’ reports, installation of the new officers and for any other business that may arise.
Section III – Special Meeting: A special meeting may be called by the President, Board of Directors, or upon the written request of five members of the Association. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least fourteen days notice shall be given.
Section IV - Quorum: The presence of members representing five different companies present shall constitute a quorum.
Section V – Presiding Officer. The President shall preside over all meetings of the members. If he is not present, any Vice President shall preside. If none of such officers are present, a Chairman shall be elected by the meeting. The Secretary of the Corporation shall act as Secretary -4-
of all the meetings if he is present. If he is not present, the Chairman shall appoint a Secretary of the meeting. The Chairman of the meeting may appoint one or more inspectors of the election to determine the qualification of voters, the validity of proxies, and the results of ballots.
BOARD OF DIRECTORS
Section I – Board Composition. The affairs and business of the Association shall be under the management and control of the Board of Directors, which shall be composed of not less than one (1) nor more than five (5) members, as may be from time to time fixed by the members.
Section II - Nomination and Election. The directors shall be elected at each annual meeting of the members of the Association held at the time and place hereinbefore designated. Vacancies in the Board, whether caused by death, resignation or otherwise, may be filled by the Board of Directors, and the persons so elected shall hold office until the next annual meeting of the members and until their successors are elected and qualified, but nothing herein shall prevent the members from filling any such vacancies existing at the time of any meeting of the members, annual or special, or created at the time of such meeting by resignations accepted, or otherwise, or additional places created by an increase in the Board authorized at such meetings. The members may increase the Board of Directors from time to time and may provide that the additional places shall be filled by the Board of Directors at such time as they may deem proper. Should the number of directors at any time be increased, the resulting additional places on the Board shall be considered vacancies to be filled as above provided by the Board of Directors or members, but until any such additional places shall have been filled by the election of directors, the total number of directors of the Association for the purposes of determining a quorum shall be the number of directors actually elected and serving at the time of any given meeting. In the election of directors every member, -5-
regardless of class, is entitled to one vote for as many persons as there are directors to be elected at that time and for whose election the member has a right to vote. The nomination and election process for the Board of Directors shall be the same as that set forth below for the nomination and election of the Association’s officers, except that a member of the Board of Directors shall not be precluded from serving for more than two successive terms.
Section III - Meeting. The Board of Directors shall hold its meeting at such time and place as it may designate, or in the absence of designation by the Board of Directors, at such place as shall be designated in the notice, and a meeting may be called at any time by the President or by any two (2) directors. Ten (10) days notice of the time and place of each meeting of the directors shall be given by the Secretary personally or by mail addressed to all directors, provided, however, that notice of any meeting of the Board may be waived in writing by any director. A majority of the duly elected and qualified directors shall constitute a quorum at any meeting of the Board.
Section I: Officers. The officers of the association shall be the President, Secretary and Treasurer. Additional officers may be appointed by the Board of Directors for the offices of 1st and 2nd Vice President and Sergeant-at-Arms. These officers shall perform the duties prescribed by these by-laws and by parliamentary authority adopted by the association.
President: The President shall be the principal executive officer of the Association. The President shall preside at all meetings of the Association and shall report to 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 -6-
management of the affairs of the Association and shall see that all orders and resolution of the Board are carried into effect.
First Vice President: The First Vice President shall perform such duties as may be delegated by the President with the approval of the Board of Directors. The First Vice President shall perform the duties of the President in the event of the President’s inability to serve.
Second Vice President: The Second Vice President shall perform such duties as may be delegated by the President with the approval of the Board of Directors.
Treasurer: The Treasurer shall be the financial officer of the Association. The treasurer shall serve on any budget or finance committee, which may be instituted by the President or Board of Directors, and shall report to the President when asked to do so, to the Board of Directors at all regular board meetings and to the members at their annual meeting concerning the finances of the Association. The Treasurer shall have charge and custody of the funds, securities of whatsoever nature and other like property of the corporation; shall endorse such checks, notes and bills for deposit only as may be required for the business of the corporation; shall have authority to collect the funds of the corporation; and shall deposit same in such bank or banks as the Board may designate, and the same shall not be drawn therefrom except by checks to be signed in the manner designated herein. He shall keep a full and accurate account of the receipts of the disbursements, and shall render such reports of the President and the Board of Directors as may be required by him, and shall perform all other duties as may be incident to his office or may be required of him by the Board of Directors.
Secretary: Secretary shall keep accurate minutes of all meeting of the Association, issue copies of minutes to all members in good standing at each regularly scheduled meeting and shall -7-
receive copies of all letters correspondence sent to and from the Association, which shall be kept in permanent records. The Secretary shall maintain the archives of the Association. The Secretary shall be expected to perform such other duties from time to time as may be requested by the President for the benefit of the Association.
Sergeant at Arms: Sergeant of Arms shall maintain the sign n sheet at all meetings, collect 50/50, and see that the meeting is run in an orderly manner, shall perform any other responsibilities from time to time as may be requested by the officers for the benefit of the Association.
Section II: Nomination and Election:
A. The nominating committee shall present to the membership a slate of officers at the February meeting, at which time the floor will be open for nominations. Proxy, mail or fax nominations received by a Board member prior to the meeting will be accepted. Nominations by mail or fax received by the Secretary by midnight of the third day following the nominations meeting will also be accepted. Nominees not wishing to serve on the Board will indicate their intention not to serve in writing and will be removed from the ballot. Nominees are requested (not required) to submit biographical information for inclusion on the ballot within ten (10) days of the February meeting.
B. Balloting shall be conducted by mail, e-mail or other electronic voting method selected by the Board of Directors with ballots to be received and certified by an outside accounting firm. Ballots must be RECEIVED by such accounting firm the Friday preceding the regularly scheduled April meeting. In the absence of an appointed accounting firm to oversee
the collection and certification of the ballots, such duties may be performed by the Secretary and Treasurer, provided that they are not standing for re-election.
C. Election results of officers shall be announced at the April meeting.
D. Installation of Officers shall be at the meeting in June.
E. Voting for officers is by balloting.
F. The terms for each officer shall be for one year and until their successor is duly elected and qualified to assume the office to which they are elected.
G. No member shall hold more than one office at a time unless approved by the Board, and no member shall serve more than two consecutive terms in the same office.
H. No officer shall hold an office or director’s position in any other State Livery Association.
In the case of an unopposed slate of nominees, balloting shall be suspended and the recommendation of the Nominating Committee accepted for election to next year’s Board if approved by two-thirds (2/3) of members present.
Section III: Resignation. Any officer desiring to resign their office shall submit his/her resignation in writing to the secretary who shall present it to the Board for their action, who shall appoint a replacement to serve the remainder of his or her term. -9-
Section I: The Standards and Ethics Committee of not less than two members; whose duty it will be to establish minimum acceptable standards of operation and conduct, and investigate complaints concerning members, shall be appointed by the President at the annual meeting.
Section II: The president of the association shall appoint such other committees, standing or special, or the Executive Board shall from time to time deem necessary to carry on the work of the association. The president or his appointee shall be ex officio member of all committees.
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
During his term of office, and thereafter, no officer or director of this Association or his estate, personal representative or heirs, shall reasonably incur expenses or liabilities in resisting any claim or litigation, by whomsoever asserted, arising out of or in connection with any action taken or omitted in good faith as such officer or director, the Association shall indemnify him or them against such expenses or liabilities. For the purposes of this paragraph, (a) the term "expenses or liabilities" shall include, but not be limited to, attorneys' fees, court costs, judgments and the costs of reasonable settlements, and (b) the term "reasonable settlements" shall include, but not be limited to, settlements or compromises approved by the Board of Directors or by counsel for the corporation in a written opinion to the President that the settlement or compromise is in the interests of the corporation and falls within these provisions of the by-laws. The foregoing right of indemnification -10-
shall not be exclusive of other rights to which such officer or director may be entitled as a matter of law or equity.
For purposes of the foregoing provisions of these by-laws, the good faith of an officer or director of this Association shall not be questioned on the ground that action was taken or omitted by him in reliance upon the correctness of information supplied by other officers or employees in the course of their duties or in reliance upon the advice of counsel for the Association.
The Association, its directors, officers, employees and agents shall be fully protected in making any determination as to the existence or absence of liability, in making or refusing to make any payment of the basis of such determination, and in taking any other action under these provisions of the by-laws in reliance upon the advice of counsel.
The Association shall declare no dividends payable to its members. All of the assets of the Association shall be used solely for the express purposes of the Association to improve business conditions amongst the limousine industry in the Commonwealth of Virginia and promote the general welfare of the limousine industry by educating its members and expressing concerns regarding safety and regulatory matters pertinent to the limousine industry. No part of the corporation’s net earnings shall inure to the benefit of any private member. The business of the corporation shall not be conducted for profit. Upon the dissolution of the corporation, any remaining assets remaining to the corporation after the satisfaction of its lawful debts shall be paid to or disbursed to another organization such as another business league or trade association provide that the same is tax exempt.
All checks, notes and bonds given by the Association in the course of its business shall be signed in such manner as may be designated by the Board of Directors from time to time.
These by-laws may be altered, amended or repealed by a vote of the majority of the whole number of directors at any meeting of the Board of Directors, or by the members at any annual or special meeting, when notice of such proposed amendment has been given in the notice calling said Board meeting or said annual or special meeting of the members, unless the same shall be waived in the manner prescribed by law, or by the stockholders at any annual meeting. No amendment to these By-Laws or the Association’s Articles of Incorporation shall be valid or effective is, upon giving such amendment affect, the tax exempt status of the Association is compromised.