By Laws of the Austin Limousine Association
ARTICLE 1 NAME AND PRINCIPAL OFFICE
Section A. Name: The name of this corporation shall be the AUSTIN LIMOUSINE ASSOCIATION, INC. (“ALA”), a nonprofit corporation incorporated under the laws of the State of Texas.
Section B. Office: The principal office of the ALA shall be located at such a location determined by the Board of Directors of ALA (“Board” or “Board of Directors”). All references hereinafter to “Board” or “Board of Directors” shall relate solely to the five (5) representatives of Operator members, as defined in Article 3 Section A.1 hereof, who are elected by the Operator Members to seats on the Board and shall not apply to the one (1) individual representing Supplier/Manufacturer 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 ALA shall be as set forth in its articles of incorporation, as amended. To achieve those purposes, the ALA shall: (1) provide a local forum for the exchange of information and views by members of the ALA; (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 City of Austin, Austin Bergstrom Airport also the Congress of the United States and other Federal and state regulatory authorities; and (4) perform such duties as will benefit the ALA and its members.
ARTICLE 3 MEMBERS
Section A. Types of Members: ALA shall be comprised of the following types of members:
1. OPERATOR MEMBER: The designation "Operator Member" shall apply to an individual, partnership or legal entity that meets the following qualifications:
a. Is a legally formed company in the state of Texas engaged in offering chauffeured transportation and owns, operates, or controls one or more vehicles and complies with applicable regulations, licensing, and insurance requirements set forth in the Austin Transportation Code Chapter 13-2. Operator Member must hold a valid Limousine Operating Authority from the City of Austin. Shuttle service, Non-Motorized, Touring and Sightseeing, electric low speed, and hotel shuttle Operating Authority do not qualify for operator member status.
b. Is accepted for membership after thirty (30) days of publication on ALA’s official website, provided that there are no objections in writing received by ALA 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 Operator Members, the multiple members will be considered a single Operator 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. A member may be exempt from this provision if approved by quorum 2/3 vote of the current board of directors.
Each Operator Member would still be obligated separately for membership dues and nothing in this provision should be construed as a waiver of ALA’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 ALA once it has furnished ALA with the following:
a. Its articles/certificate of incorporation and any amendments thereto;
a. Its Federal Tax Identification Number;
b. Its bylaws and any amendments thereto;
c. 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;
d. A list identifying each of its current officers;
e. A list identifying each of its current directors;
f. 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. SUPPLIER/MANUFACTURER MEMBER: The designation "Supplier/Manufacturer 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 Operator Member who shall cease to be an owner of a chauffeured transportation business shall automatically cease to be a member of ALA.
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 ALA member has broken any applicable Federal, State or municipal regulation, depending upon the severity of the violation(s) committed, that member’s membership in ALA 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 ALA 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. The Board of Directors will also determine payment frequency and whether ALA membership will be an anniversary, calendar year, or other dues cycle.
Section B. Delinquent Payment: Any ALA member who ceases to pay dues set by the Board of Directors will have their membership automatically suspended. Upon receipt of proper dues payment, the membership will be reinstated. If a member has been suspended for one year or longer, that member shall be considered a new member for voting purposes.
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 ALA shall be held in each calendar year on such date, time, and place (including virtually) as shall be determined by the Board of Directors. Board of Directors may call special meetings of the ALA on such dates and at such times and places as it determines. Each Operator Member, Association Member, and Supplier/Manufacturer Member who is not delinquent in the payment of its dues to ALA may attend all meetings of ALA’s membership. Ten percent (10%) of the voting members of the ALA must be present in person, to include as a virtual attendee, 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 electronic or digital methods may be permitted at the discretion of the ALA Board of Directors.
Section B. Notice of Membership Meetings: Notice of the date, time, place and purpose of any meeting of the members of the ALA shall be given in writing, by electronic mail (email), addressed to each member of the ALA at the address on file at the ALA 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 and the vote must be conducted by, a secure, third party online voting system as approved by the Board of Directors provided there is a quorum of voting members participating.
Section D. Voting; Proxies: Registration: At each meeting of ALA’s membership, each Operator Member who has paid ALA dues in full or has paid monthly installments for a minimum of the most recent six (6) consecutive months and is properly registered may cast one (1) vote, either in person or by proxy, on each matter brought before the ALA membership for a vote. If there is common ownership, management, or control over multiple Operator Members, such multiple members will be considered a single Operator 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 ALA membership meetings.
Each Supplier/Manufacturer Member who has paid ALA dues in full or has paid monthly installments for a minimum of the most recent six (6) consecutive months 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 ALA 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. Once a Board election begins, there shall be no new eligible voters.
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 ALA 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 "ALA 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 ALA’s affairs, shall determine ALA’s policies and changes therein within the limits of the bylaws, shall actively prosecute ALA’s objectives, and shall have discretion in the disbursement of ALA’s funds.
The Board may, at its discretion, act in nonconformance with the Bylaws provided it is in the best interest of the Association during extreme circumstances such as pandemics, natural disasters, or other detrimental occurrences.
Prior to action taken that is not in conformance with the Bylaws, The Board must communicate its intent and reasons behind it to the membership in a public forum and allow no less than twenty-four (24) hours for public comment. Any action taken by the Board of Directors under this clause must be approved by a 75% supermajority of all voting members of the Board. If action is approved, the Board must communicate the action it took and the reasons behind it to the members within thirty (30) days via electronic mail (email).
Upon conclusion of the exigent circumstance, the Board shall return to conformance with the Bylaws.
Section B. Composition of the Board; Elections; Eligibility; Term: The Board of Directors shall consist of Three (3) individuals who are corporate officers or senior executives whose principal employment is derived from and devoted to a Operator Member company of ALA that has maintained its membership for at least the most recent two (2) consecutive years. First term after formation will be assigned by the founder members of the ALA.
Each of the three (3) Operator Member directors shall be elected for a three (3)-year term. The Supplier/Manufacturer Member representatives on the Board shall each be elected for a one (1)-year term.
The term of a newly-elected Board member shall start at the beginning of the first regularly scheduled meeting of the calendar year following the election.
If a Board Director ceases to be a corporate officer or senior executive of a Operator Member company of ALA, he/she will have a 30-day grace period from the date the Board Director’s eligibility ceases to re-establish his/her eligibility requirements in order to remain on the ALA Board. In order to meet the re-establishment requirement, the Board Director must provide valid, written documentation evidencing that the eligibility requirements have been re-established.
If the 30-day grace period has expired and the Board Director has not submitted his/her resignation or re-established eligibility, the Board Director shall be automatically removed from the Board of Directors.
Each Operator Member that has paid ALA dues in full at least six (6) weeks prior to the start of the election or has paid monthly installments for a minimum of the most recent six (6) consecutive months may vote for candidates for Board seats. 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 the event two candidates receive an equal number of votes (a tie) for only one open Board seat, there shall be a run-off election with the same two candidates and the same eligible voting list. In the event new members have joined from that region, those new members shall be ineligible to vote in the run-off election. In the event the run-off election results in a tie, a coin flip shall determine the elected Director. This coin flip shall be at a date, time, and location as determined by the Nominating Committee.
In addition to the foregoing, up to one (1) individual who are principals of or employed by Supplier/Manufacturer Members may be appointed annually during the course of ALA’s national convention by the three (3) directors comprising the newly-constituted Board and shall serve in a non-voting, ex officio capacity with respect to the Board. The eligibility of that one (1) individual 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 Supplier/Industry Related professional Member in ALA for at least two (2) consecutive years.
Each of the three (3) Operator Member directors shall be elected for a three (3)-year term. The Supplier/Manufacturer Member representatives on the Board shall each be elected for a one (1)-year term.
Section C. Term Limit and Other Restrictions of Directors: A member of the ALA Board of Directors, in the best interest of the ALA, shall not be a member of another board of directors that competes with ALA or the Industry. A Operator Member Director may be elected by the voting members for consecutive terms. Supplier/Manufacturer 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 Operator Member from having one (1) of its officers or principals serve as a director on ALA’s Board simultaneously with that Operator Member’s having another one (1) of its officers or principals serve on another board of directors that is competitive with ALA 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 or if that person has been removed from the Board, the Board of Directors shall name a replacement. That candidate shall be the person who hand the second most votes for that seat in the last 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 Board may approve holding a special election to elect a replacement before the regular (annual) election.
In the event that every seat shall become vacant, the Board of Directors may appoint a replacement to sit on the Board for the remainder of the year. The replacement must be eligible to serve on the Board in that current year.
Section E. Failure to Attend Meetings: Excused Absences: An elected Board Director may have up to two (2) excused absences at regularly scheduled Board meetings in a calendar year. An absence is considered excused if 48 hours prior notice of absence is given. Exceptions may be made in the case of emergencies or in circumstances deemed unavoidable by the Executive Committee.
Unexcused Absences: An elected Board Director may have up to two (2) unexcused absences at regularly scheduled Board meetings during a three-year term. An unexcused absence is when a Board Director gives less than 48 hours prior notice of absence. Exceptions may be made in the case of emergencies or in circumstances deemed unavoidable by the Executive Committee.
Following an elected Director’s third and each subsequent absence under either the excused or unexcused policy stated above, the Executive Committee shall advise the Board Director is out of compliance with the attendance policy. The Board shall vote to either remove the director from the Board or retain the director. This vote shall occur at the next meeting following the aforementioned third missed meeting. This policy only applies to regularly scheduled meetings.
Section F. Meetings: The ALA Board of Directors shall meet at least quarterly and these meetings may take place in person, via video and/or audio conference, or by any other means necessary to conduct business. 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 two (2) directors exclusive of the Supplier/Manufacturer 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 electronic mail (email) of the time and place of the holding of any meeting of the Board of Directors shall be given to each director whenever feasible. Special meetings of the Board may be called on less than ten (10) days’ notice when an urgent need arises. If a Director fails to attend a special meeting, the attendance policy in Article 6, Section B shall not apply.
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 ALA.
Section J. Resignation: A director may resign at any time by giving written notice to the Board, the President or the Secretary of the ALA. Unless otherwise specified in the notice, the resignation of such director shall take effect upon receipt thereof by the Board and the acceptance of the resignation shall not be necessary to make it effective. A Board Director that resigns from the Board may run again in the next regular (annual) election after one calendar year has passed pending review and approval by the Nominating Committee.
ARTICLE 7 OFFICERS
Section A. President: The President shall be the principal executive officer of the ALA, and the President shall preside at all meetings of the ALA 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 ALA 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. The First Vice President will also be the Secretary for the initial formation period of this association. These roles can be separated by a majority vote of the Board of Directors any time after formation.
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. The Second Vice President will also be the Treasurer for the initial formation period of this association. These roles can be separated by a majority vote of the Board of Directors any time after formation.
Section D. Treasurer: The Treasurer shall be the financial officer of the ALA. 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 ALA to the Board of Directors at all regular meetings and to the members at their annual meeting.
Section E. Secretary: The Secretary approves the draft of the Board meeting minutes and is the keeper of the ALA corporate seal and upon instruction by either the President or the Board of Directors shall be authorized to use same. If the Secretary is unable to attend a meeting of the Board, the Second Vice President shall serve in his/her place. If the Second Vice President is unable to attend the same meeting of the Board, the Board shall appoint a Secretary for that meeting.
Section F. Election of Officers: The annual election of officers by each newly-elected Board of Directors shall take place at the first in-person Board meeting of the calendar year or by March 31, whichever comes first. The positions to be filled will be for a three (3) year term shall be those of President, First Vice President, Second Vice President, Treasurer and Secretary.
The position of President shall have a three (3) consecutive term maximum for any Director. A President may be elected for additional consecutive terms providing the Board votes and there is one (1) or less opposing vote. This vote shall occur before the President election. At the conclusion of the last consecutive term that person can be elected for additional terms in future elections if they have not served more than 4 terms previously. Additional terms beyond 4 terms providing the Board votes and there is one (1) or less opposing vote. This vote shall occur before the President election.
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 term. 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 ALA. 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 three (3) members of the Board who shall be the President, First Vice President/ Secretary, Second Vice President/ 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 ALA may attend meetings of the Executive Committee at the direction of the President.
2. Nominating Committee: The Nominating Committee shall consist of three (3) members. At least two (2) of those three (3) members shall be members of the Board and appointed by the President. The remaining members shall be non-Board members and appointed by the co-chairs. No member of the Nominating Committee shall be eligible to run for a Board seat in the election for which they are serving on the Nominating Committee. The President of ALA shall not be a member of this committee.
3. Membership Committee: It shall be the mission of the Membership Committee to increase ALA’s overall membership and to make recommendations designed to maximize the value of that membership.
4. Finance Committee: The Treasurer of ALA 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 ALA.
5. Bylaws Committee: It shall be the mission of the Bylaws Committee to maintain constant oversight of ALA’s bylaws, ensure that ALA’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 ALA’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 ALA’s behalf a proactive government relations program to protect members from harmful regulation and legislation and to guide lobbyists engaged by ALA 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 ALA to manage ALA’s daily affairs, as well as negotiate new agreements with that management company and other service providers to ALA.
8. Association Liaison Committee: It shall be the mission of the Association Liaison Committee to build ALA 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 ALA’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 ALA.
11. Political Action Committee: It shall be the mission of the Political Action Committee to raise funds to support ALA’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 industry trade shows that are partnered with or produced by the ALA.
13. Show Education Committee: It shall be the mission of the Show Education Committee to design the education program for industry trade shows that are partnered with or produced by the ALA and implement measures to help ensure that the trade 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 ALA events and to ALA.
15. Technology Committee: It shall be the mission of the Technology Committee to stimulate full use of available technology to recruit and retain ALA 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 ALA’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 ALA 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 ALA, excepting matters that constitute a conflict of interest or any other contractual conflict when countersigned by the President and the Treasurer;
(5) maintain the ALA 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 ALA 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 ALA 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 ALA assets be less than $500 unless the membership approves an override of this spending cap.
Section B. Fiscal Year: The fiscal year of the ALA 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 ALA.
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 ALA for the preceding calendar year, and at each meeting a financial update of the financial condition of the ALA.
Section E. Audit of Accounts: The accounts of the ALA 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 Management Company.
ARTICLE 11 LIMITS ON LIABILITIES
Nothing contained herein shall constitute members of the ALA 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 ALA, 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 ALA shall bear such information as determined by the Board of Directors.
ARTICLE 13 CONSTRUCTION
If there be any conflict between the provisions of ALA’s articles of incorporation and these bylaws, the provisions of the articles of incorporation shall govern.
ARTICLE 14 DISSOLUTION
The ALA shall use its funds to accomplish the objectives and purposes set forth in these bylaws, and, upon the final dissolution of the ALA, no part of said funds shall inure or be distributed to members of the ALA. On such dissolution, the funds of the ALA may be paid over to such recipient(s) as described in the Articles of Incorporation, to a successor created by the reorganization of the ALA, 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 ALA may be amended at any Annual Meeting, any special meeting called for that purpose, or by a secure, third-party voting system as approved by the Board of Directors provided there is a quorum of eligible voting members participating.
